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 1997
[ ] 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
ALEXANDER MARK INVESTMENTS (USA), 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)
(972) 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
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. [ ]
Issuer's revenues for the fiscal year ended April 30, 1997 was -0-. The
aggregate market value of the common shares held by non-affiliates was $1,275 as
of July 18, 1997.
The number of shares outstanding of the Registrants common stock no par value
was 7,537,398 at July 18, 1997.
Documents Incorporated by reference: Form 8-K dated May 15, 1997 with
amendments
Form 8-K dated May 20, 1997 with amendments.
<PAGE>
PART 1
Item 1. Business
The Registrant, formerly Danzar Investment Group, Inc. and previous to that
Apache Resources, Ltd. 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 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. On December 23, 1996, Registrant's shareholders approved a
change of the Registrant's name to Alexander Mark Investments (USA), Inc. and a
1-100 reverse stock split.
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.
On May 15, 1997, subsequent to the year end, Daniel Wettreich, subscribed for
6,787,998 restricted common shares of the Registrant in exchange for 40,727,988
ordinary shares (57% of the outstanding shares) of Meteor Technology, ltd a UK
public company of which Mr. Wettreich is an officer and director. Subsequently,
6,029,921 of the restricted shares were exchanged by Mr. Wettreich for
restricted common shares in Adina, Inc. Adina then subscribed for 53,811,780
Preferred Shares, Series J of Camelot Corporation paying for them with 6,029,921
common shares of the Registrant. Camelot is now the controlling shareholder of
the Registrant. Mr. Wettreich is an officer and director of Camelot. Form 8-
K's were filed with the Securities and Exchange Commission reflecting these
changes. The Registrant is presently a holding company.
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
On December 23, 1996, a shareholders meeting was held approving the auditors for
this fiscal year and voting in the current directors, changing the name of the
company to Alexander Mark Investments(USA), Inc. and approving a 1-100 reverse
split.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
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, 1997 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.
Bid Ask
Quarter Ending Low High Low High
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
July 31, 1996 0.015625 0.25 0.25 0.25
October 31, 1996 0.015625 0.25 0.25 0.25
January 31, 1997 0.0625 0.0625 - -
April 30, 1997 0.0625 0.0625 - -
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, 1997 there were approximately 376 shareholders of record of
Registrant's Common Stock.
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, 1997, Registrant had no operations. Subsequent
to the year end the Registrant acquired 57% of the outstanding shares of Meteor
Technology ltd, a UK public company. (See Item 1. "Business"). During the
year ended April 30, 1996, Registrant had no operations resulting in a net loss
of $ -0-.
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operation during prior
periods by borrowings from its Directors and companies affiliated with its
Directors.
The Registrant presently has interests in Meteor Technology Ltd. ("Meteor")
and its needs for liquidity principally relate to legal fees and its
obligations for its SEC reporting requirements and the minimal requirements for
record keeping. The Management of Registrant believes that Meteor has
sufficient resources to meet its liquidity and capital needs. The Registrant
believes it has enough resources to provide for its cash flow needs for the next
twelve months.
Item 7. Financial Statement and Supplementary Data
Independent Auditor's Report
Financial Statements for April 30, 1997 and 1996
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
MICHAEL W. ZINN, INC.
CERTIFIED PUBLIC ACCOUNTANT
5930 McCommas Blvd., DALLAS, TEXAS 75206
TELEPHONE (214) 821-2369
Board of Directors and Shareholders
Alexander Mark Investments (USA), Inc.
Dallas, Texas
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Alexander Mark Investments
(USA), Inc., as of April 30, 1997, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended April 30,
1997, and 1996. 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 Alexander Mark
Investments (USA), Inc., as of April 30, 1997, and the results of its operations
and its cash flows for the two years ending April 30, 1997 and 1996 in
conformity with generally accepted accounting principles.
Michael Zinn, CPA.
Dallas, Texas
July 18, 1997
ALEXANDER MARK INVESTMENTS(USA), INC.
BALANCE SHEETS
For the year ended April 30, 1996
ASSETS
Cash $ 66
TOTAL ASSETS $ 66
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 4134
Advances from Officer and
Affiliates (Note D) 300
TOTAL LIABILITIES 4434
Stockholders' Equity (Deficit):
Common stock; 75,000,000
Shares authorized
No par value;
749,400 issued and
outstanding on April 30, 1997 95
Additional Paid in Capital 882,602
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
The accompanying notes are an integral part of these financial statements.
<PAGE>
ALEXANDER MARK INVESTMENTS(USA), INC.
STATEMENT OF OPERATIONS
For the years ended April 30,
1997 1996
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 --- $ 0.0
Weighted Average Number of
Shares Outstanding 37,507,629 74,940,317
ALEXANDER MARK INVESTMENTS(USA), INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the two year period ending in April 30, 1997
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Additional Retained
Common Stock Paid-In Earnings Treasury Stock
Shares Amount Capital Deficit Shares Amount Total
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)
Net Profit for
Year Ended
April 30, 1997 0 0 0 0 0 0 0
Balance April 30,
1997 749,400 95 882,602 (885,932) 6790 $(1,133) $(4,368)
</TABLE>
The accompanying notes are an integral part of these financial statements.
ALEXANDER MARK INVESTMENTS(USA), INC.
STATEMENTS OF CASH FLOWS
For the years ended April 30,
1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES
Income (Loss) from Operations $ -0- $ -0-
Increase (Decrease) in Accrued
Expenses -0- -0-
Increase (Decrease) in Current
Assets -0- -0-
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES $ -0- $ -0-
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 --- -0-
BEGINNING CASH BALANCE 66 66
ENDING CASH BALANCE 66 66
The accompanying notes are an integral part of these financial statements.
ALEXANDER MARK INVESTMENTS(USA), INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1997, and 1996
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. On December 23, 1996 the Registrant held a
shareholder's meeting at which the shareholders approved
resolutions to change the Registrant's name to Alexander Mark
Investments (USA), Inc. , approve the appointment of the
auditor, and have a 1 for 100 reverse split of the
outstanding shares.
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. The number
of shares issued and outstanding are 749,400, no par value at
April 30, 1997 (post reverse split). Subsequent to the year
end the Registrant accepted a stock subscription for the
issuance of 6,787,998 restricted common shares by the
President of the Registrant.
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.
NOTE B: Income Taxes
From inception through April 30, 1997, 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 carry forwards
are from 1997 through 2004. Use of these net operating loss
carry forwards 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
Subsequent to the year end the President subscribed for
6,787,998 common shares and on May 20, 1997 the President
exchanged 6,029,921 of those shares for common shares in
Adina, Inc. Adina exchanged those shares for Preferred
shares in Camelot Corporation which now has control of the
Registrant. Mr. Wettreich is an officer and director of
Camelot and Adina.
During the year ended April 30, 1995, a company associated
with the President of the Company advanced $300 to the
Company.
For the years ended April 30, 1997 and 1996, the Company
incurred stock transfer fees to a company associated with the
President of the Company in the amounts of $9,573 and $2,920
respectively.
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:
Name Age Position Period Served Term Expires
Daniel Wettreich 45 President, January 1985
Next
Treasurer Annual
Director Meeting
Robert Gregory 45 Director, December 23, Next
1996 Annual
Meeting
Jeanette
Fitzgerald 36 Director, January 1991 Next
Secretary Annual
Meeting
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. Additionally, he currently holds
directors positions in the following public companies Forme Capital,
Inc., Malex, Inc., Adina, Inc., Tussik, Inc., and Meteor Technology,
plc. In July 1993, he was appointed a Director of Goldstar Video
Corporation(2) following an investment by Camelot. Mr. Wettreich has
a Bachelor of Arts in Business Administration from the University of
Westminister, London, England.
Robert Gregory
Robert Gregory is a Director of the Company since December 23, 1996.
He is a director of Adina, Inc. a public company. He is also, since
July 1996 a Vice President - Finance for Camelot Corporation. He was
previously Director of Finance of Jenkens & Gilchrist, one of Texas's
largest law firms, prior to which he was controller of Memorex Telex
Corporation, a manufacturer of computer equipment. Previously, from
1985 he was controller of the communications division of Electronic
Data Systems, an international provider of information technology. In
addition to being a Certified Public Accountant, he has an MBA from
Creighton University and a BS in Accounting from the University of
Nebraska.
Jeanette Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since January 1991.
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 also Vice President and
General Counsel and a Director of Camelot Corporation(1). Further, she is
a Director of Malex, Inc., Tussik, Inc., Forme Capital, Inc., and
Alexander Mark Investments (USA), 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
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.
(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, 1997. No individual officer
received compensation exceeding $100,000; no bonuses were granted to
any officer, nor was any compensation deferred.
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
-- -- NONE
Directors of the Registrant receive no salary for their services as
such, but are reimbursed for reasonable expenses incurred in attending
meetings of the Board of Directors.
Registrant has no compensatory plans or arrangements whereby any
executive officer would receive payments from the Registrant or a
third party upon his resignation, retirement or termination of
employment, or from a change in control of Registrant or a change in
the officer's responsibilities following a change in control.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table shows the amount of common stock, no par value,
($.002 stated value), owned as of July 18, 1997, 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.
Title of Name and Address ofAmount and Nature of Percent
Class Beneficial OwnerBeneficial Ownership of Class
Common Danny Wettreich (1) 6,867,998(1)(2) 91.1%
17770 Preston Road
Dallas, Texas 75252
Common Robert Gregory 6,029,921(3) 80.0%
17770 Preston Road
Dallas, Texas 75252
Common Jeanette Fitzgerald 6,043,712(2) 80.0%
17770 Preston Road
Dallas, Texas 75252
Common All Officers and Directors 6,867,998 91.1%
as a group (3 persons) (1)(2)
Common Mick Y. Wettreich 649,000 8.6%
34 Monarch Ct.
Lyttleton Road
London England N2ORA
(1) 80,000 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.
(2) 6,029,921 of these shares are in the name of Camelot
Corporation of which Mr. Wettreich and Ms. Fitzgerald are
officers and directors. Mr. Wettreich and Ms. Fitzgerald have
disclaimed ownership of these shares.
(3) 6,029,921 of these shares are owned by Camelot. Mr. Gregory is
a director of Adina, Inc. which owns 49% of the voting shares of
Camelot.
Item 12. Certain Relationships and Related Transactions
On May 15, 1997, subsequent to the year end, Daniel Wettreich, subscribed
for 6,787,998 restricted common shares of the Registrant in exchange for
40,727,988 ordinary shares (57% of the outstanding shares) of Meteor
Technology, ltd a UK public company of which Mr. Wettreich is an officer
and director. Subsequently, 6,029,921 of the restricted shares were
exchanged by Mr. Wettreich for restricted common shares in Adina, Inc.
Adina then subscribed for 53,811,780 Preferred Shares, Series J of Camelot
Corporation paying for them with 6,029,921 common shares of the Registrant
Camelot is now the controlling shareholder of the Registrant. Mr.
Wettreich is an officer and director of Camelot. Form 8-K's were filed
with the Securities and Exchange Commission reflecting these changes. The
Registrant is presently a holding company.
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, 1997:
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.
<PAGE>
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
Report dated May 15, 1997 reporting Item 2 and 7 and amendments.
Report dated May 20, 1997 reporting Item 2 and 7 and amendments.
<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.
ALEXANDER MARK INVESTMENTS(USA), INC.
(Registrant)
By: /s/ Daniel Wettreich
Daniel Wettreich, President
Date: July 30, 1997
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, 1997
By: /s/ Robert Gregory
Robert Gregory, Director
Date: July 30, 1997
By: /s/ Jeanette Fitzgerald
Jeanette Fitzgerald, Director; Secretary
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<NAME> ALEXANDER MARK INVESTMENTS, INC
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<PERIOD-END> APR-30-1997
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0
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