UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[xx] ANNUAL REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES ACT OF 1934
[Fee Required]
For the fiscal year ended - June 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 [No Fee Required]
For the transition period from__________ to______________
Commission File Number 0-12440
GENERAL GENETICS CORPORATION
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(Name of small business issuer in its charter)
DELAWARE 84-0882076
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
770 South Post Oak Lane, Suite 690, Houston, TX 77056
- -------------------------------------------------------------- --------
(Address of principal executive offices) (as of date of filing) (Zip Code)
Issuer's Telephone Number: (713) 840-0230
-----------------------------------------
Securities registered under Section 12(b)of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 Par Value
----------------------------------------
(Title of Class)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [xx]
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. [ ]
The aggregate market value of the voting stock held by non-affiliates on
August 30, 1996, based upon average bid and asked price of the Common Stock as
reported by the National Quotation Bureau, Inc. for such date, was approximately
$664,054. The number of outstanding shares of the Registrant's Common Stock on
August 30, 1996 was 250,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
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General Genetics Corporation
FORM 10-K/A
Amendment No. 1
For the Fiscal Year Ended June 30, 1996
Form 10-K for the fiscal year ended June 30, 1996, filed with the
Commission on October 15, 1996, is hereby amended by amending and restating Item
8 in its entirety pursuant to Exchange Act Rule 12b-15 to add the Independent
Auditor's Report of Paul Rosenberg as follows:
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
The financial statements are filed pursuant to Item 14(a)1.
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Independent Auditor's Report
----------------------------
Board of Directors and Stockholders
General Genetics Corporation
We have audited the accompanying consolidated balance sheet of General
Genetics Corporation and Subsidiaries as of June 30, 1996 and the related
consolidated statement of operations, changes in stockholders' deficit and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated financial position of General
Genetics Corporation and Subsidiaries as of June 30, 1996, and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.
/s/ Hein + Associates LLP
- -----------------------------
Hein + Associates LLP
Certified Public Accountants
Houston, Texas
October 3, 1996
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PAUL ROSENBERG
CERTIFIED PUBLIC ACCOUNTANT
333 WEST 52nd STREET, NEW YORK, N.Y. 10019
212/581-9099
Independent Auditor's Report
----------------------------
Board of Directors and Stockholders
General Genetics Corporation
I have audited the accompanying balance sheet of General Genetics
Corporation as of June 30, 1995 and the related statements of operations,
changes in stockholders' deficit and cash flows for the years ended June 30,
1995 and 1994. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statement 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.
I believe that my audits provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, the financial position of General Genetics Corporation as of June 30,
1995 and 1994, and the results of their operations and their cash flows for the
years ended June 30, 1995 and 1994, in conformity with generally accepted
accounting principles.
/S/ PAUL ROSENBERG
------------------------
PAUL ROSENBERG, C.P.A.
New York, NY
October 18, 1996
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GENERAL GENETICS CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
--------------------------
1995 1996
----------- -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES: 1996 1995
----------- -----------
<S> <C> <C>
Accrued expenses $ 23,000 $ 5,900
----------- -----------
Total current liabilities: $ 23,000 $ 5,900
----------- -----------
COMMITMENTS (Note 7)
STOCKHOLDERS' DEFICIT:
Preferred stock, no par value; 150,000,000
shares authorized; none issued $ -- $ --
Common stock, $.001 par value; 500,000,000
shares authorized, 227,000 shares
issued and outstanding $ 227 $ 227
Additional paid-in capital 4,472,279 4,454,279
Accumulated deficit (4,495,506) (4,460,406)
----------- -----------
Total stockholders' deficit $ (23,000) $ (5,900)
----------- -----------
Total liabilities and stockholders' deficit $ -- $ --
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
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GENERAL GENETICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended June 30,
1994 1995 1996
---- ---- ----
EXPENSES
Professional Fees $ -- $ (5,901) $ (35,100)
--------- --------- ---------
Net Loss $ -- $ (5,901) $ (35,100)
========= ========= =========
Weighted Average Number of
Common Shares Outstanding 227,000 227,000 227,000
Loss per share -- $ (.03) $ (.15)
See Notes to Consolidated Financial Statements.
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GENERAL GENETICS CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
Common Additional
Stock Paid-In Accumulated
Shares Amount Capital Deficit
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balances, July 1, 1993 227,000 $ 227 $ 4,449,279 $(4,454,505)
Net Loss -- -- -- --
Balances, June 30, 1994 227,000 $ 227 $ 4,449,279 $(4,454,505)
Net Loss -- -- -- (5,901)
Convert accounts payable
to capital contribution -- -- 5,000 --
---------- ----------- ----------- -----------
Balances, June 30, 1995 -- $ 227 $ 4,454,279 $(4,460,406)
Expenses paid by a shareholder
on behalf of the Company -- -- 18,000 --
----------- ----------- ----------- -----------
Net Loss -- -- -- (85,100)
----------- ----------- ----------- -----------
Balances, June 30, 1996 227,000 $ 227 $ 4,472,279 $(4,495,506)
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
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GENERAL GENETICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended June 30,
----------------------------
1994 1995 1996
---- ---- ----
OPERATING ACTIVITIES
Net Loss $ -- $(5,901) $(35,100)
Expenses Paid by Shareholder
on Behalf of Company -- -- $ 18,000
------- ------- --------
Changes in Operating Assets
and Liabilities:
Decrease in Prepaid Expenses
and Other Current Assets -- 1 --
Increase in Accrued Expenses $ -- $ 5,900 $ 17,100
------- ------- --------
Net Cash Used in Operating Activities $ -- $ -- --
------- ------- --------
Cash - Beginning of Year -- -- --
------- ------- --------
Cash - End of Year $ -- $ -- $ --
======= ======= ========
SUPPLEMENTAL CASH FLOW
INFORMATION:
Accounts Payable Converted To
Capital Contribution $ -- $ 5,000 $ --
See Notes to Consolidated Financial Statements.
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GENERAL GENETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
A. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
General Genetics Corporation and its 100% owned subsidiaries (the
"Company"). All intercompany transactions are eliminated in
consolidation.
B. NATURE OF BUSINESS
The Company was formed in 1982. In June 1982, the Company acquired
100% of the outstanding shares of BioTechnical Resources Group,
Inc., a company engaged in the development and research of
pharmaceutical products in the immunology field. The acquisition was
accounted for under the pooling of interests method of accounting.
In 1984, the Company acquired 100% of the outstanding shares of
Tround GeoThermal corporation ("Tround Geothermal") in exchange for
the issuance of 125,000 shares of the Company's stock to Tround
International, Inc. ("Tround"). The acquisition was accounted for
under the purchase method of accounting. Tround Geothermal's charter
was revoked in March 1994 due to nonpayment of Delaware franchise
taxes.
The business activity of the Company has been substantially
discontinued since 1986.
C. ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount 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.
D. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's only financial instruments are accounts payable and
accrued expenses. Management believes the carrying amount of these
financial instruments approximate their fair values.
E. LOSS PER COMMON SHARE
The loss per share data was computed based on the weighted average
number of common shares outstanding. The Company authorized a 1
share of new for 20 old share reverse stock split on August 30,
1996. All share and per share amounts have been adjusted to give
effect to the stock split.
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F. INCOME TAXES
The Company accounts for income taxes on the liability method as
prescribed by Statement of Financial Accounting Standards No. 109.
2. Marketable Equity Securities
The Company has certain marketable equity securities, at June 30, 1996
deemed by management to have no fair value.
3. Notes Receivable - Other
The Company had certain notes receivable, dated in 1984, for approximately
$150,000 of which management has deemed uncollectable and has fully
reserved for all years presented in the accompanying financial statements.
4. Leases
The Company rents no property and occupied office space at the facilities
of its parent on a rent-free basis, for all years encompassed by the
accompanying financial statements.
5. Income Taxes
At June 30, 1996, the Company had net operating loss carry forwards
(NOL's) of approximately $4,500,000 available to offset future taxable
income. The carry forwards expire beginning in 1997. These NOL's will be
severely limited as to usage because of the change of control of the
Company which occurred after year end.
6. Related Parties Transactions
During the year ended June 30, 1996, a majority shareholder, whose owner
is also the President of the Company, paid legal fees of about $18,000 on
behalf of the Company. The Company incurred no liability due the
shareholder. These fees were accounted for as contributed capital and
charged to expenses in the accompanying financial statements.
7. Commitments
On July 19, 1996, the Company agreed to issue up to 250,000 shares of
common stock to a third party in exchange for consulting services to
assist in the acquisition of Private Mortgage Bankers, Inc.
8. Stockholders' Deficit
On August 19, 1994 Tround International, Inc. ("Tround"), the owner of
125,000 shares of Registrant's common stock, constituting approximately
55% of the 227,000 issued and outstanding shares of common stock of
Registrant, entered into an agreement with Zapit Technology, Inc.
("Zapit") and the Registrant whereby Tround agreed to sell and Zapit
agreed to purchase 115,000 of such shares (the "Sale Shares"). The Sale
Shares represented approximately 50.7% of the issued and outstanding
shares of common stock of the Registrant. The purchase price for the Sale
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Shares was $60,000, of which a deposit of $15,000 was paid to Tround on or
about September 16,1994. The balance of the purchase price was paid to
Tround on or about January 23, 1995.
In December 1995, Zapit Technology, Inc., the owner of 115,000 shares,
constituting approximately 50.7% of the 227,000 issued and outstanding
shares of common stock of Registrant, entered into an agreement with Havon
Funding, L.P., a limited partnership controlled by Hans and Yvonne
Morkner, ("Havon") pursuant to which Zapit transferred to Havon all of the
115,000 shares of Registrant then owned by it.
The Registrant acquired Private Mortgage Bankers, Inc. on August 30, 1996
in exchange for 20,313,000 shares of its common stock. To consummate the
acquisition, the Company increased the number of shares of common stock it
is authorized to issue from 5,000,000 to 500,000,000 shares. The Company
also approved a 1 (new) for 20 (old) reverse stock split upon the closing
of this transaction. Unless otherwise indicated, all information in this
Annual Report gives effect to the 1 for 20 reverse stock split.
The Registrant's acquisition of Private Mortgage Bankers, Inc. represents
a reverse acquisition, whereby for accounting purposes, Private Mortgage
Bankers, Inc. was the acquiror. For financial statement purposes, the
historical financial statements of the Registrant will be those of Private
Mortgage Bankers, Inc. beginning on the closing date of the acquisition.
The Board of Directors has the authority to issue up to 150,000,000 shares
of "blank check" preferred stock with such designations, rights and
preferences as it may determine.
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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 authorized.
GENERAL GENETICS CORPORATION
By: /S/ E. DONALD DeYOUNG
-----------------------------
E. DONALD DeYOUNG, President
Dated: October 23, 1996
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