SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
Commission file number 0-011013
COMSTOCK INDUSTRIES, INC.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 75-2040527
---------- ---------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1470 Egret Road, Homestead, FL 33035
-------------------------------------------- --------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 305-470-9100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered pursuant to Section 12(g) of the Act: Common
<PAGE>
Check whether the issuer: (1) has filed all reports required to be
filed (other than this Annual Report) by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to the filing requirements for at least the past 90 days:
YES [X] NO [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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]
State issuer's revenues for its most recent fiscal year: $0.00
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant 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 the past 60 days prior to
the date of filing: The aggregate market value of voting stock held
by non-affiliates of Registrant cannot be computed since there is no
trading market.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
April 30, 2000, there were 8,185,885 shares of the Registrant's $.10
par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
Documents incorporated by reference: None.
<PAGE>
Table of Contents
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrants' Common Equity and Related
Shareholder Matters
Item 6. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
Item 7. Financial Statements
Item 8. Disagreements of Accounting and Financial Disclosure
PART III
Item 9. Directors and Executive Officers of Registrant
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and
Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits, Financial Statements and Reports on Form
8K, Additional Information*
____________________
*This document incorporates into a single document the requirements
of the Securities and Exchange Commission for the Annual Report to
Stockholders and the Form 10-KSB.
<PAGE>
Special Note Regarding Forward-Looking Statements
Certain statements in this report and elsewhere (such as in other
filings by us with the Securities and Exchange Commission ("SEC"),
press releases, presentations by us or our management and oral
statements) may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates" and "should", and variations of
these words and similar expressions, are intended to identify these
forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking
statements. Factors that might cause or contribute to such
differences include, among others factors, competitive pressures,
the growth rate of industry and commerce, constantly changing
technology, and market acceptance of Comstock Industries, Inc.'s
products and services. We undertake no obligation to publicly
release the result of any revisions to these forward-looking
statements that we may make to reflect events or circumstances after
the date hereof or the occurrence of unanticipated events.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Comstock Industries, Inc. was incorporated in Nevada under
the name "Canadian Metals Syndicate, Inc." on April 3, 1928, changed
its name to "South Comstock Corporation, Inc." on February 16, 1970,
and changed its name to "Comstock Industries, Inc." on August 17, 1983.
We currently have no ongoing business operations.
Prior Operations
From the time of its organization until it changed its name
to "Comstock Industries, Inc.," Comstock Industries, Inc. made
various attempts to engage in exploration and mining activities, but
such efforts were not successful. At the time we changed our name
to "Comstock Industries, Inc.," we intended to develop oil and gas
mining operations, but those efforts proved unsuccessful.
Proposed Activities
We intend to explore the availability of oil and gas mining
leases. If available, we intend to engage consultants to assist us
in raising sufficient capital to acquire such leases and actively
engage in mining available oil and gas reserves.
Employees
We have no employees, other than our executive officer.
ITEM 2. PROPERTIES
We do not own any real property. Our executive officer
permits us to use a small amount of such executive officer's office
space without charge.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any material pending legal proceedings,
government actions or other litigation. Our officers and directors
are not aware of any other pending litigation that would have a
material adverse effect on Comstock Industries, Inc.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information. Our common stock is not qualified
on any quotation medium. There is currently no established public
trading market for our common stock.
(b) Holders. We have approximately 257 shareholders of
record.
(c) Dividends. We have not declared or paid any cash
dividends to holders of our common stock, and we do
not anticipate paying any dividends in the
foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage company. We have no ongoing
operations and consequently had no revenues from operations during
the fiscal years ended April 30, 1999 and April 30, 2000 or from
August 17, 1983 (the commencement of the development stage) to April
30, 2000. We incurred no expenses during the fiscal year ended
April 30, 2000.
Liquidity and Capital Resources
We have no capital resources, and we have no known material
commitments for capital expenditures and no additional plans,
agreements or commitments concerning any transaction that would
require us to use a significant amount of capital. Before we will
be able to commence any business operations, we will have to raise
capital to fund such operations. The capital requirements might be
substantial, but we are unable to estimate these capital
requirements at this time. There can be no assurance that we will
be able to raise any capital in the future.
We have no working capital at April 30, 2000. To the extent
that we have current working capital requirements, such requirements
are expected to be funded by shareholder loans.
ITEM 7. FINANCIAL STATEMENTS
The audited balance sheet of the Company for its years ended
April 30, 2000 and 1999 and related statements of operations,
stockholders' equity and cash flow for the years ended April 30,
2000 and 1999 are included following Item 13 in sequentially
numbered pages F-1 through F-8.
Index
F-2 Report of Independent Auditors
F-3 Balance Sheets as of April 30, 2000 and 1999
F-4 Statement of Operations for Years ended April 30, 2000 and 1999
F-5 Statement of Stockholders' Equity for Years Ended April 30,
1000 and 1999
F-6 Statement of Cash Flows for Years Ended April 30, 2000 and 1999
F-7 Notes to Financial Statements
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
General
The following table sets forth certain information regarding
the current directors and executive officers of Comstock Industries,
Inc.:
<TABLE>
<S> <C> <C>
Name Age Position
J. Antonio Martinez 51 Chairman, President and Secretary
</TABLE>
There are no family relationships between or among any of the
directors or executive officers of Comstock Industries, Inc.
The following information is furnished for each of the
executive officers and executive directors of Comstock Industries,
Inc.:
J. Antonio Martinez has served as Chairman and President of
Comstock Industries, Inc. since 1998.
Each director and executive officer is elected to hold office
until our next annual meeting of shareholders and until his or her
successor is elected and duly qualified. Except as otherwise
indicated, no organization by which any director or executive
officer was previously employed is an affiliate, parent or
subsidiary of Comstock Industries, Inc.
PART III
ITEM 10. EXECUTIVE COMPENSATION
We have not paid or agreed to pay any compensation to our
executive officers.
We do not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash
compensation was paid or distributed during the last fiscal year or
is proposed to be paid or distributed in the future to our executive
officers. We have no written employment contracts with any of our
executive officers, and no executive officer has entered into any
compensatory plan or arrangement with us with respect to any
resignation, retirement or any other termination of any executive
officer's employment with Comstock Industries, Inc. or from a change
in control of Comstock Industries, Inc. or a change in any executive
officer's responsibilities following a change in control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information furnished
by current management concerning the ownership of the common stock
of Comstock Industries, Inc. as of April 30, 2000 as to (1) any
person who is known by Comstock Industries, Inc. to be the
beneficial owner of more than 5% of our common stock (our sole class
of voting securities); (ii) our directors and executive officers;
and (iii) our directors and executive officers as a group:
<TABLE>
<S> <C> <C>
Name and Address of Beneficial Number of Shares of Common Approximate Percentage of
Owner Stock Beneficially Owned Ownership of Common Stock
Outstanding
J. Antonio Martinez 60,000 0.73%
1470 Egret Road
Homestead, FL 33035
Directors and officers as a 60,000 0.73%
group (1 person)
</TABLE>
Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities.
Shares of common stock issuable upon the exercise of options or
warrants currently exercisable, or exercisable or convertible within
60 days, are deemed outstanding for computing the percentage
ownership of the person holding such options or warrants but are not
deemed outstanding for computing the percentage ownership of any
other person.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during our fiscal
year ending April 30, 2000.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) Index to financial statements and financial statement schedules.
The audited balance sheet of the Company for its years ended
April 30, 2000 and 1999 and related statements of operations,
stockholders' equity and cash flow for the years ended April 30,
2000 and 1999 are included following Item 13 in sequentially
numbered pages F-1 through F-8.
Page Description
---- -------------
F-2 Report of Independent Auditors
F-3 Balance Sheets as of April 30, 2000 and 1999
F-4 Statement of Operations for Years ended April 30, 2000 and 1999
F-5 Statement of Stockholders' Equity for Years Ended April 30,
1000 and 1999
F-6 Statement of Cash Flows for Years Ended April 30, 2000 and 1999
F-7 Notes to Financial Statements
(b) 8-K Reports: None.
(c) Exhibits
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
(27) Financial Data Schedule
---------------------
(1) Incorporated by reference to the Company's original registration
statement filed on Form 10 on March 5, 1983.
ADDITIONAL INFORMATION
Corporate Headquarters: 1470 Egret Road, Homestead, Florida 33035,
Telephone (305) 470-9100.
Independent Public Accountants: HJ & Associates, LLC, Certified
Public Accountants, Salt Lake City, Utah
Exhibits to the Form 10-KSB will be provided to shareholders of the
Company upon written request addressed to J. Antonio Martinez,
Comstock Industries, Inc., 1470 Egret Road, Homestead, FL 33035.
Any exhibits furnished are subject to reasonable reproduction charges.
The Securities and Exchange Commission has not appeared or
disapproved of this Form 10-KSB and Annual Report to Shareholders,
nor has it passed on its accuracy or adequacy.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, Comstock Industries, Inc. caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
COMSTOCK INDUSTRIES, INC.
By: /s/J. Antonio Martinez
J. Antonio Martinez, President
and Chief Executive Officer
August 11, 2000
By: /s/J. Antonio Martinez
J. Antonio Martinez, Principal
Financial Officer
August 11, 2000
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
Comstock Industries, Inc. and in the capacities and on the dates
indicated:
By: /s/J. Antonio Martinez
J. Antonio Martinez, Director
August 11, 2000
<PAGE>
FINANCIAL STATEMENTS
C O N T E N T S
Page Description
---- -------------
F-2 Report of Independent Auditors
F-3 Balance Sheets as of April 30, 2000 and 1999
F-4 Statement of Operations for Years ended April 30, 2000 and 1999
F-5 Statement of Stockholders' Equity for Years Ended April 30,
1000 and 1999
F-6 Statement of Cash Flows for Years Ended April 30, 2000 and 1999
F-7 Notes to Financial Statements
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Comstock Industries, Inc.
(A Development Stage Company)
Boca Raton, Florida
We have audited the accompanying balance sheet of Comstock
Industries, Inc. (a development stage company) as of April 30, 2000,
and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended April 30, 2000 and
1999. These financial statements are the responsibility of
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 Comstock
Industries, Inc. (a development stage company) as of April 30, 2000
and the results of its operations and its cash flows for the years
ended April 30, 2000 and 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that Comstock Industries, Inc. will continue as a going concern. As
discussed in Note 2 to the financial statements, Comstock
Industries, Inc. is a development stage company and has no
established source of revenue which raises substantial doubt about
its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
June 6, 2000
PAGE F-2
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<S> <C>
ASSETS
April 30, 2000
-----------------
CURRENT ASSETS
Cash $ 0
----
Total Current Assets 0
----
TOTAL ASSETS $ 0
===
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 1,205
----
Total Current Liabilities 1,205
----
Total Liabilities 1,205
----
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 15,000,000 shares authorized 818,589
of $0.10 par value, 8,185,885 shares issued
and outstanding
Additional paid-in capital (698,879)
Deficit accumulated during the development (120,915)
stage -----------
Total Stockholders' Equity (Deficit) (1,205)
----
TOTAL LIABILITIES AND STOCKHOLDERS' $ 0
EQUITY ===
</TABLE>
The accompanying notes are an integral part of these financial
statements
PAGE F-3
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<S> <C> <C> <C>
For the Years Ended From Inception on
April 30, 2000 April 30, 1999 April 3, 1928 through
----------------- ----------------- April 30, 2000
(unaudited)
----------
REVENUES $ 0 $ 0 $ 0
---- ---- ----
EXPENSES
General and administrative expenses 3,205 0 3,205
---- ---- ----
TOTAL OPERATING EXPENSES 3,205 0 3,205
---- ---- ----
LOSS FROM DISCONTINUED OPERATIONS (Note 3) 0 0 (117,710)
---- ---- ----------
NET LOSS $ (3,205) $ 0 $(120,915)
=== === ======
BASIC NET LOSS PER SHARE $ 0 $ 0
OF COMMON STOCK === ===
BASIC WEIGHTED AVERAGE
NUMBER OF SHARES 8,185,885 8,815,885
OUTSTANDING ======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements
PAGE F-4
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<S> <C> <C> <C> <C>
Deficit
Common Stock Accumulated During
Shares Amount Additional the Development
Paid-In Capital Stage
Inception on April 3, 1928 $0 $0 $0 $0
Common stock issued for cash and 8,185,885 818,589 (700,879) $0
services at an average price of
$0.01 per share
Net loss from inception on April 3, $0 $0 $0 (117,710)
1928 through April 30, 1994 --- --- --- --------
Balance April 30, 1994 8,185,885 818,589 (700,879) (117,710)
Net loss for the year ended April $0 $0 $0 $0
30, 1995 --- --- --- ---
Balance April 30, 1995 8,185,885 818,589 (700,879) (117,710)
Net loss for the year ended April $0 $0 $0 $0
30, 1996 --- --- --- ---
Balance April 30, 1996 8,185,885 818,589 (700,879) (117,710)
Net loss for the year ended April $0 $0 $0 $0
30, 1997 --- --- --- ---
Balance April 30, 1997 8,185,885 818,589 (700,879) (117,710)
Net loss for the year ended April $0 $0 $0 $0
30, 1998 --- --- --- ---
Balance April 30, 1998 8,185,885 818,589 (700,879) (117,710)
Net loss for the year ended April $0 $0 $0 $0
30, 1999 --- --- --- ---
Balance April 30, 1999 8,185,885 818,589 (700,879) (117,710)
Contributed capital $0 $0 2,000 $0
Net loss for the year ended April $0 $0 $0 (3,205)
30, 2000 --- --- --- ------
Balance April 30, 2000 8,185,885 818,589 (698,879) (120,915)
========= ======== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial
statements.
PAGE F-5
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<S> <C> <C> <C>
For the Years Ended From
April 30, 2000 April 30, 1999 Inception on
----------------- ----------------- April 3, 1928
through April
30, 2000
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (3,205) $ 0 $ (120,915)
---- ----
Adjustments to reconcile net loss to 0 0 0
net cash used by operating activities ---- ---- ----
Increase in accounts payable 1,205 0 1,205
---- ---- ----
Net Cash Used by Operating Activities 0 0 (119,710)
---- ---- --------
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0
---- ---- ----
Issuance of common stock for cash 0 0 117,710
---- ---- -------
Contributed capital 2000 0 2000
---- ---- -------
Net Cash Provided by Financing Activities 2,000 0 119,710
---- ---- -------
NET INCREASE (DECREASE) IN CASH 0 0 0
---- ----
CASH AT BEGINNING OF PERIOD 0 0 0
---- ----
CASH AT END OF PERIOD $ 0 $ 0 $0
=== ===
CASH PAID FOR:
Interest $ 0 $ 0 $0
---- ---- ----
Income Taxes $ 0 $ 0 $0
---- ---- ----
</TABLE>
The accompanying notes are an integral part of these financial statements
PAGE F-6
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000 and 1999
NOTE 1 - ORGANIZATION AND HISTORY
Comstock Industries, Inc. was organized under the laws of
the State of Nevada on April 3, 1928 as Canadian Metals
Syndicate, Inc. The name of the Company was changed on
August 17, 1983 to Comstock Industries, Inc. Comstock
Industries, Inc. is considered a development stage company
as defined in SFAS No. 7.
a. Accounting Method
Comstock Industries, Inc.'s financial statements are
prepared using the accrual method of accounting. Comstock
Industries, Inc. has elected an April 30 year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less at the
time of acquisition.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are
based on the weighted average number of shares outstanding
during the period of the financial statements.
d. Provision for Taxes
At April 30, 2000, Comstock Industries, Inc. had a net
operating loss carryforwards of approximately $3,000 that
may be offset against future taxable income through 2020.
No tax benefit has been reported in the financial
statements, because the statutory loss carryforward has
expired or is offset by a valuation allowance of the same
amount.
e. 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.
PAGE F-7
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000 and 1999
NOTE 2 - GOING CONCERN
Comstock Industries, Inc.'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. However, Comstock Industries,
Inc. 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. It is the intent of Comstock
Industries, Inc. to seek a merger with an existing,
operating company. Until that time, shareholders of
Comstock Industries, Inc. have committed to meeting its
minimal operating needs.
NOTE 3 - DISCONTINUED OPERATIONS
Comstock Industries, Inc. has been inactive since 1983.
Therefore, all revenues generated by Comstock Industries,
Inc. have been netted against the expenses and are grouped
into the discontinued operations line on the statement of
operations.
