U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (Fee required)
For the fiscal year ended 1996
[ ] 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 0-12122
DANZAR INVESTMENT GROUP, INC.
(Name of Small Business Issuer in Its Charter)
Colorado 84-0601802
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices) (Zip Code)
(214) 733-3005
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No 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 past 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 past 90 days.
[x] Yes [ ] No
<PAGE>
Check if there is no 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 a 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]
Issuer's revenues for its most recent fiscal year is $-0-.
The aggregate market value of the voting stock held by non-affiliates,
as of July 18, 1996 was $10,332.
The number of shares outstanding of the Registrants common stock no
par value was 74,940,317 at July 18, 1996.
PART 1
Item 1. Business
Danzar Investment Group, Inc. (the Registrant), has no substantial
assets and is seeking candidates with which it can merge or whose
operations or assets can be acquired through the issuance of common
stock or possibly debt. The Registrant was formerly called Apache
Resources, Ltd. and was restructured during 1986 with unrealizable
assets being written off, the common stock undergoing a reverse split
of one for ten, and the name of the Registrant being changed. The
Registrant has formed, developed, and spun off to its stockholders
five public companies, Pathfinder Data Group, Inc., Phoenix Network,
Inc., Worthcorp, Inc., Forme Capital, Inc. and Whitehorse Oil & Gas
Corporation, Inc. Following the distributions, Registrant has no
investment in these companies. The Registrant has only engaged in
very limited preliminary efforts intended to identify possible
business opportunities for the Registrant and has neither conducted
negotiations concerning, nor entered into a letter of intent
concerning any such business opportunity.
The Registrant does not have any direct employees and the President,
Daniel Wettreich, devotes sufficient of his working time to the
business of the Registrant as required, without compensation.
Item 2. Properties
Registrant shares office space at 17770 Preston Road, Dallas, Texas
75252 with an affiliated company on an informal basis.
Item 3. Legal Proceedings
There are no proceedings to which any director, officer or affiliate
of the Registrant, or any owner of record (or beneficiary) of more
than 5% of any class of voting securities of the Registrant is a party
adverse to the Registrant.
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 the fiscal year covered by this report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Registrant's Common Stock, no par value is traded over the counter and
the market for the stock has been relatively inactive.The range of low
and high bid quotations for each calendar quarter period of the
Registrant's previous two fiscal years ending April 30, 1994 are as
follows, as supplied by the "pink sheets" of the National Quotation
Bureau. The quotations reflect interdealer prices, without retail
markup, markdown or commission and do not necessarily reflect actual
transactions.
<TABLE>
Bid Ask
Quarter Ending Low High Low High
<S> <C> <C> <C> <C>
April 30, 1994 0.015625 0.25 0.25 0.25
July 31, 1994 0.015625 0.25 0.25 0.25
October 31, 1994 0.015625 0.25 0.25 0.25
January 31, 1995 0.015625 0.25 0.25 0.25
April 30, 1995 0.015625 0.25 0.25 0.25
July 31, 1995 0.015625 0.25 0.25 0.25
October 31, 1995 0.015625 0.25 0.25 0.25
January 31, 1996 0.015625 0.25 0.25 0.25
April 30, 1996 0.015625 0.25 0.25 0.25
</TABLE>
On May 1, 1986, two officers and directors of the corporation, were
each granted stock options to purchase up to 100,000 newly issued
shares of Registrant at a price of $0.1875 per share, expiring no
earlier than ten (10) years from the effective date. These options
were surrendered to the Company April 30, 1994.
The Registrant has no outstanding options or warrants for the purchase
of its Common Stock or any outstanding securities that are convertible
into Common Stock.
As of July 18, 1996 there were approximately 1,080 shareholders of
record of Registrant's Common Stock, including the shares held in
street name by brokerage firms.
Registrant has not paid cash dividends on its Common Stock and does
not anticipate paying cash dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition
and Result of Operations
During the year ended April 30, 1996, Registrant had no operations.
Management has determined to look for operations to be merged or
otherwise acquired by the Registrant. During the year ended April 30,
1995, Registrant had limited operations resulting in a net loss of
$4,459 due to expenses related corporate maintenance.
<PAGE>
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operation during
prior periods by the sale of its majority owned subsidiaries, and by
borrowings from its Directors and companies affiliated with its
Directors.
The Registrant's present needs for liquidity principally relates to
legal fees and its obligations for its SEC reporting requirements and
the minimal requirements for record keeping. The Registrant has
negligible liquid assets available for its continuing needs. At
present the Registrant has no material sources of external liquidity,
and in the absence of any additional liquid resources, the Registrant
will be faced with cash flow problems.
Item 7. Financial Statement and Supplementary Data
Independent Auditor's Report
Financial Statements for April 30, 1996 and 1995
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
MICHAEL W. ZINN, INC.
CERTIFIED PUBLIC ACCOUNTANT
5930 McCommas Blvd., DALLAS, TEXAS 75206
TELEPHONE (214) 821-2369
Board of Directors and Shareholders
Danzar Investment Group, Inc.
Dallas, Texas
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Danzar Investment
Group, Inc., as of April 30, 1996, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the
years ended April 30, 1996, and 1995. 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
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 also 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Danzar Investment Group, Inc., as of April 30, 1996, and the
results of its operations and its cash flows for the two years ending
April 30, 1995 and 1996 in conformity with generally accepted
accounting principles.
Michael Zinn, CPA.
Dallas, Texas
July 18, 1996
<PAGE>
DANZAR INVESTMENT GROUP, INC.
BALANCE SHEETS
<TABLE>
For the year ended April 30, 1996
<S> <C>
ASSETS
Cash $ 66
TOTAL ASSETS $ 66
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 4,134
Advances from Officer and
Affiliates (Note D) 300
TOTAL LIABILITIES 4,434
Stockholders' Equity (Deficit):
Common stock; 75,000,000
Shares authorized
No par value;
74,940,317 issued and
outstanding on April 30, 1996 9,481
Additional Paid in Capital 873,216
Retained Earnings (Deficit) (885,932)
Treasury Stock (67,933 shares at cost) (1,133)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (4,368)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 66
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
DANZAR INVESTMENT GROUP, INC.
STATEMENT OF OPERATIONS
<TABLE>
For the years ended April 30,
<C> <C>
<S> 1996 1995
Revenue
Revenue -0- $ -0-
Loan Write-off -0- -0-
Total Revenue -0- -0-
Expenses
General and Administrative --- 4,459
Total Expenses --- 4,459
Income (Loss) Before Provision
for Income Taxes --- (4,459)
Provision for Income Taxes -0- -0-
Net Income (Loss) Before
Extraordinary Items -0- (4,459)
Extraordinary Item
Tax Benefit From Net
Operating Loss Carry forward -0- -0-
Net Income (Loss) From
Operations --- (4,459)
Income (Loss) Per Share --- $ -0-
Weighted Average Number of
Shares Outstanding 74,940,317 74,940,317
</TABLE>
<PAGE>
<TABLE>
DANZAR INVESTMENT GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the two year period ending on April 30, 1996
Common Additional Retained Treasury
Stock Paid-In Earnings Stock
Shares Amount Capital Deficit Shares Amount Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance April
30, 1994 74,940,317 $9,481 $873,216 $(881,473) 67,933 $(1,133) $ 91
Net Profit
for year
ended
April 30,
1995 - - - (4,459) - - 4,459
Balance April
30, 1995 74,940,317 $9,481 $873,216 $(885,932) 67,933 $(1,133) $(4,368)
Net Profit
for year
ended
April 30,
1996 0 0 0 0 0 0 0
Balance April
30, 1996 74,940,317 $9,481 $873,216 $(885,932) 67,933 $(1,133) $(4,368)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DANZAR INVESTMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
For the years ended April 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Income (Loss) from Operations -0- $(4,459)
Increase (Decrease) in Loans
from Officers/Affiliates -0- 300
Increase (Decrease) in Accrued
Expenses --- 4,134
Increase (Decrease) in Current
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES --- $ (25)
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES --- $ ---
CASH FLOWS FROM FINANCING
RESOURCES
Common Stock Issued --- ---
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES --- $ ---
INCREASE (DECREASE) IN CASH --- (25)
BEGINNING CASH BALANCE 66 91
ENDING CASH BALANCE 66 66
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
DANZAR INVESTMENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1996, and 1995
NOTE A: Summary of Significant Accounting Policies
Organization and Principles of Consolidation
The Company was organized in May, 1980, as part of
a quasi-reorganization of Colspan Environmental
Systems. Activities through April 30, 1985,
included the raising of capital through the private
placement of common stock, the acquisition and sale
of its subsidiaries. At present, the Company has
no subsidiaries and is operating at a reduced
level.
Income (Loss) Per Common Share
Income (Loss) per common share is based on the
weighted average number of shares of the Company's
common stock outstanding during the period. The
weighted average number of common shares
outstanding does not include shares reserved for
issuance upon the exercise of stock options as the
effect of such inclusion would be antidilutive.
Property and Equipment
Property and equipment are carried at cost. Major
additions and betterments are capitalized, whole
replacements and maintenance and repairs which do
not improve or extend the life of the respective
assets are expensed. When the property is retired
or otherwise disposed of, the related costs and
accumulated depreciation are removed from the
accounts and any gain or loss is reflected in
operations.
Depreciation of equipment is provided on the
straight-line method over an estimated useful life
of five years.
Capital Stock
The number of shares authorized are 75,000,000
Number of shares issued and outstanding are
74,940,317, no par value.
The holders of the Company's stock are entitled to
receive dividends at such time and in such amounts
as may be determined by the Company's Board of
Directors. All shares of the Company's Common
Stock have equal voting rights, each share being
entitled to one vote per share for the election of
directors and for all other purposes.
<PAGE>
DANZAR INVESTMENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1995 and 1994
NOTE B: Income Taxes
From inception through April 30, 1996, the Company
has incurred approximately $885.932 in net
operating losses. Although realization of the tax
benefits of these net operating losses is not
assured, recognition has been given to the current
tax benefits; no taxes have been accrued. The
expiration dates for the net operating loss
carryforwards are from 1996 through 2004. Use of
these net operating loss carryforwards is dependent
on future taxable income.
NOTE C: Stock Options
On May 1, 1986, the officers and directors of the
Company were granted stock options to purchase up
to 200,000 newly issued shares of the Company at a
price of $0.1875 per share, expiring no earlier
than ten years from the date of grant. On April
30, 1994, the options were surrendered to the
Company.
NOTE D: Related Party Transactions
During the year ended April 30, 1995, a company
associated with the President of the Company
advanced $300 to the Comany.
During the year ended April 30, 1994, a company
associated with the President of the Company
advanced $9,000 to the Company and subsequently
wrote-off the debt.
For the years ended April 30, 1996 and 1995, the
Company incurred stock transfer fees to a company
associated with the President of the Company in the
amounts of $2,920 and $2,921 respectively. The
invoices were subsequently written off.
On March 15, 1994, the Company issued 64,900,000
shares of common stock for $1,000 to the brother of
the President.
Item 8. Disagreements on Accounting and Financial
Disclosures
None
<PAGE>
PART III
Item 9. Directors and Executive Officers of the Registrant
The following persons serve as Directors and/or Officers of
the Registrant:
<TABLE>
Name Age Position Period Served Term Expires
<S> <C> <C> <C> <C>
Daniel Wettreich 44 President, January 1985 Next Annual
Treasurer, Meeting
Director
Jeanette Fitzgerald 35 Director, May 1, 1989 Next Annual
Secretary Meeting
Allan Wolfe 64 Director March 14, 1994 Next Annual
Meeting
</TABLE>
Daniel Wettreich
Daniel Wettreich is President, Treasurer and Director of
the Company since January 1985. Since September 1988, he
has been the Chief Executive Officer, President and Director
of Camelot Corporation(1), a NASDAQ listed public company in
CD-ROM software. Since 1981, he has been the President and
Director of Wettreich Financial Consultants, Inc., a
financial consulting company. He is the President and a
Director of Forme Capital, Inc. since December 1986, a real
estate company. Additionally, he currently holds directors
positions in the following public companies Malex, Inc.,
Adina, Inc., and Tussik, Inc., which are dormant companies
seeking merger opportunities. In July 1993, he was
appointed a Director of Goldstar Video Corporation(2)
following an investment by Camelot. From January 1985 to
February 1988 he was a founding director of Phoenix Network,
Inc., a public telecommunications company listed on the
American Stock Exchange. Mr. Wettreich has a Bachelor of
Arts in Business Administration from the University of
Westminister, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since
May 1989. She is a member of the State Bar of Texas and the
Business Law and Oil, Gas and Mineral Law sections. She is
also the Corporate Secretary and Director of Wettreich
Financial Consultants, Inc. She is a director of Forme
Capital, Inc., a real estate company since December, 1988.
She is also Vice President and General Counsel and a
Director of Camelot Corporation(1). Further, she is a
Director of Tussik, Inc., Malex, Inc., and Adina, Inc.,
which are public companies. In July 1993, she was appointed
a Director of Goldstar Video Corporation(2) following an
investment by Camelot. She graduated from Texas Tech
<PAGE>
University School of Law receiving both a Doctorate of
Jurisprudence and a Masters of Business Administration in
May 1986. Previous to that, she graduated from the
University of Michigan with a Bachelors of Business
Administration in December 1982.
Allan S. Wolfe
Allan S. Wolfe has been a Director of the Company since
May, 1993. He is Chairman and President of Database
Technologies, Inc., a public company providing database
software to the insurance industry from May 1986 to the
present. He is also, since 1993, a director of Camelot
Corporation(2) and since 1984, a director and Chief
Executive Officer of Pathfinder Data Group ("PDG"), a
database company. A subsidiary of PDG, Pathfinder Data,
Inc., filed for protection from creditors under Chapter 11
and has since been converted to Chapter 7.
(1) A subsidiary, Camelot Entertainment, Inc., filed Chapter
7 liquidation in January 1995.
(2) Goldstar Video filed for protection from creditors
pursuant to Chapter 11 in October 1993, and has converted to
a liquidation proceeding.
Item 10. Executive Compensation
The following table lists all cash compensation paid to
Registrant's executive officers as a group for services
rendered in all capacities during the fiscal year ended
April 30, 1996. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer,
nor was any compensation deferred.
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
-- -- NONE
Directors of the Registrant receive no salary for their
services as such, but are reimbursed for reasonable expenses
incurred in attending meetings of the Board of Directors.
On May 1, 1986, two officers and directors of the
corporation, were each granted stock options to purchase up
to 100,000 newly issued shares of Registrant at a price of
$0.1875 per share, expiring no earlier than ten (10) years
from the effective date. On April 30, 1994, these options
were surrendered to the Company.
<PAGE>
Registrant has no compensatory plans or arrangements whereby
any executive officer would receive payments from the
Registrant or a third party upon his resignation, retirement
or termination of employment, or from a change in control of
Registrant or a change in the officer's responsibilities
following a change in control.
Item 11. Security Ownership of Certain
Beneficial Owners and Management
The following table shows the amount of common stock, no par
value, ($.002 stated value), owned as of July 18, 1996, by
each person known to own beneficially more than five percent
(5%) of the outstanding common stock of the Registrant, by
each director, and by all officers and directors as a group
(3 persons). Each individual has sole voting power and sole
investment power with respect to the shares beneficially
owned.
<TABLE>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C>
Common Danny Wettreich (1) 8,000,000 10.67%
17770 Preston Road
Dallas, Texas 75252
Common Jeanette P. Fitzgerald 1,379,091 1.84%
17770 Preston Road
Dallas, Texas 75252
Common All Officers and Directors 9,379,091 12.51%
AS a group (3 persons) (1)
Common Mick Y. Wettreich 64,900,000 86.6%
34 Monarch Ct.
Lyttleton Road
London England N2ORA
</TABLE>
(1) 8,000,000 of these shares are in the name of Zara
Wettreich (the wife of Mr. Wettreich), as her separate
property. Mr. Wettreich has disclaimed ownership of
these shares.
Item 12. Certain Relationships and Related Transactions
At April 30, 1995, and 1994, companies associated with a
director and officer of the Company had advanced to the
Company $300 and $9,000 respectively payable on demand and
interest free. For the years ended April 30, 1995 and 1994,
the Company incurred stock transfer fees to a company
associated with the President of the Company in the amounts
of $2,921 and $2,938 respectively.
<PAGE>
Since the beginning of the registrant's last fiscal year,
there have been no material transactions between the
registrant and its management and/or 5% or greater security
holders. Nor have there been any material revenue impacting
relationships.
On March 15, 1994, Registrant issued 64,900,000 shares of
common stock to the brother of the President. This resulted
in a change of control.
PART IV
Item 13. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
The following financial statements are included in Part II,
Item 8 of this report for the year ended April 30, 1996:
Balance Sheets
Statements of Operations
Statements of Changes in Shareholders' Equity
Statements of Cash Flows
Notes to Financial Statements
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and have therefore been
omitted.
Exhibits included herein:
3(a) Articles of
Incorporation: Incorporated by reference to
Registration
Statement filed on Form 10, May 10, 1984;
File No. 0-12122
3(b) Bylaws:Incorporated by Reference as immediately
above
22(a) Subsidiaries: NONE
Reports on Form 8-K
None
<PAGE>
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.
DANZAR INVESTMENT GROUP, INC.
(Registrant)
By: /s/ Daniel Wettreich
Daneiel Wettreich, President
Date: July 30, 1996
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
and on the dates indicated.
By: /s/ Daniel Wettreich
Daniel Wettreich, Director; President,
(principal executive officer); Treasurer
(principal financial and accounting
officer)
Date: July 30, 1996
By: /s/ Jeanette Fitzgerald
Jeanette Fitzgerald, Director; Secretary
Date: July 30, 1996
<PAGE>
