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 SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 2-79056
CYTTRAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-2325592
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10200 WEST 44TH AVENUE, STE 400, WHEAT RIDGE, CO 80033
(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 September 30, 2000: $ 0.
As of December 11, 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 December 11, 2000 the number of shares outstanding of the Registrant's
Common Stock was 7,958,367.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Cyttran International, Inc., ("the Company")was organized in
October 1980 in the State of New Jersey under the name "Cyttran International,
Inc." and was formerly in the business of designing, developing,
manufacturing and marketing ceramic cutting tools used by industrial
manufacturers. The Company sold off or abandoned all of its assets related to
that industry in 1990 and has had no operations since that time.
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
None
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 September 30, 2000 there appeared to be little or no
trading in the stock of the Company. As of December 14, 2000, the Company had
approximately 243 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 revenue during the year ended September 30, 2000.
Total stockholders' equity was $(400), as compared to $(200) at September 30,
1999. 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 n obtaining necessary funding to develop
any business opportunities.
RESULTS OF OPERATIONS
The Company reported a loss of $(200) for the year ended September
30, 2000, compared to a loss of $(200) for the previous year. The Company
anticipates very little or no overhead from future operations until a successor
business can be acquired or merged.
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 September 30, 2000.
Statements of Operations for the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity for the period from October 1,
1998 to September 30, 2000.
Statement of Cash Flows for the years ended September 30, 2000 and
September 30, 1999.
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.
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 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
Robert Wallace 65 1999 Director/President
Robert Wallace, President and Director, has been a teacher, counselor and
school administrator in the Southern California for the last 30 years. Since
his retirement from the school system, Mr. Wallace has been involved in several
mergers and acquisitions for the past several years.
Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young
University, a masters degree in counseling psychology from Arizona State
University, and a PHD in Counseling Psychology from USC.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the current fiscal year, no one in the Company's management
received more than $60,000 in 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 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Larry E. Clark 4,256,827 53.5%
Robert Wallace (Director) - -
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not enter into any transactions with management which are to
be reported under this Item.
ITEM 13. 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 fiscal year
ended September 30, 2000.
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.
Cyttran International, Inc.
By:
/s/ Robert Wallace
Dated: December 14, 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/ Robert Wallace President and Director December 14, 2000
(Principal Executive and
Financial Officer)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - September 30, 2000.
Statements of Operations - For the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity - For the period from October 1, 1998
to September 30, 2000.
Statement of Cash Flows - For the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Cyttran International, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Cyttran International,
Inc. as of September 30, 2000 and the related statements of operations,
stockholders' equity, and cash flows for the years ended September 30, 2000
and 1999. These financial statements are the responsibility of the company's
management. Our responsibility is to express and opinion on these financial
statements based on our audit.
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 Cyttran
International, Inc. at September 30, 2000, and the results of its operations
and cash flows for the years ended September 30, 2000 and 1999 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 4 to the
financial statements, the Company has little operating capital and has had
only startup operations. These factors raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in the Note 4. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Salt Lake City, UT
November 16, 2000
CYTTRAN INTERNATIONAL, INC.
Balance Sheet
ASSETS
September 30,
2000
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Taxes Payable (Note 2) $ 400
Total Current Liabilities 400
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 50,000,000 shares
authorized at $.01 par value;
7,958,367 shares issued and outstanding 79,583
Capital in Excess of Par Value 864,941
Retained Deficit (944,924)
Total Stockholders' Equity (Deficit) (400 )
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY(DEFICIT) $ -
CYTTRAN INTERNATIONAL, INC.
Statements of Operations
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
REVENUE $ - $ -
EXPENSES
Total Expenses - -
NET INCOME (LOSS) - Before Taxes $- $ -
Taxes (Note 1) 200 200
INCOME (LOSS) $ (200) $ (200)
Loss Per Common Share (Note 1) $ - $ -
Average Outstanding Shares 7,958,367 7,958,367
CYTTRAN INTERNATIONAL, INC.
Statements of Stockholders' Equity
September 30, 2000
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
Balance,
September
30, 1998 7,958,367 79,583 863,441 (944,524)
Contribution to
Capital - - 1,500 -
Loss for the Year - - - (200)
Balance,
September 30, 1999 7,958,367 79,583 864,941 (944,724)
Loss for the Year - - - (200)
Balance,
September 30, 2000 7,958,367 $ 79,583 $ 864,941 $ (944,924)
CYTTRAN INTERNATIONAL, INC.
Statements of Cash Flows
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (200) $ (200)
Depreciation
Extinguishment of Debt - -
Increase (Decrease)
in Accounts Payable/Interest Payable
Increase (Decrease) in Taxes Payable 200 200
Expenses paid by Stock Issuance - -
- -
CASH FLOWS FROM
INVESTING ACTIVITIES
Fixed Assets - -
- -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for
Debt (Note 4) - -
Issuance of Note Payable for
Debt (Note 5) - -
- -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ -
Income Taxes (Including
Interest & Penalties $ - $ -
CYTTRAN INTERNATIONAL, INC.
Notes to the Financial Statements
September 30, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Background and History Cyttran International, Inc. was incorporated in
the state of New Jersey on October 20, 1980 and was formerly in the business
of designing, developing, manufacturing, and marketing advanced ceramic
cutting tools used by industrial manufacturers. The Company sold off or
abandoned all of its assets related to that industry in 1990 and has had no
operations since that time.
Cash and Cash Equivalents The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended September 30, 1999 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accountingtransactions for tax and financial reporting
purposes. There were no temporary differences at September 30, 2000 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of
approximately $900,000 at September 30, 2000. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards is
not presently determinable. Accordingly, the potential tax benefits of
the net operating loss carryforwards, estimated based upon current tax
rates at September 30, 2000 have been offset by valuation reserves of the same
amount.
The Company has available approximately $900,000 in net operating loss
carryforwards that has begun to expire in the year 2000. The Company has
accrued $200 per year minimum state income taxes.
NOTE 3 - 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 iabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
CYTTRAN INTERNATIONAL, INC.
Notes to the Financial Statements
September 30, 2000
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. Currently, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.
We hereby consent to the use of our audit report of Cyttran International,
Inc. dated November 16, 2000 for the year ended September 30, 2000 in the
Form 10KSB Annual Report for the year 2000.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
