SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(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: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-13066
PROCARE INDUSTRIES, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0932231
------------------------------ ---------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1960 White Birch Drive, Vista, California 92083
----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 599-8559
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par
Value
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. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 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]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be 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 60 days prior to the date of filing: The
common shares of registrant are not traded at the present time on any medium.
There is no market in the shares and no shares have been issued.
Indicate the number of shares outstanding of each of registrant's classes of
common stock as of the latest practicable date: As of August 1, 1998, there were
approximately 36,659,919 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents incorporated by reference and the Part of this Form
10-KSB into which the document is incorporated: None.
1
<PAGE>
PART I
Item 1. Description of Business
ProCare Industries, Ltd. (the "Company"), was incorporated under the laws of
Colorado on December 30, 1983, primarily for the purpose of developing,
manufacturing and marketing certain electronic testing products and consumer
products. On November 11, 1984, the Company completed an initial public offering
in which 10,336,210 shares of its no par value common stock were sold for net
proceeds of $1,284,303. On March 26, 1986, the Company completed an offering
made to existing shareholders and to the publi in which 2,617,377 units (each
consisting of one common share and one stock purchase warrant) were sold for net
proceeds of approximately $906,000. The unexercised warrants were redeemed by
the Company on September 4, 1986; however, prior to redemption, 2,526,741
warrants were exercised at a strike price of $.60 each, resulting in net
proceeds of approximately $1,515,954. During 1988, the Company conducted a
private offering of units, raising approximately $95,000 in gross proceeds,
which resulted in th issuance of 905,000 common shares and an equal number of
two series of warrants, each of which subsequently expired.
On September 22, 1988, the Company filed a petition for Chapter 11
Reorganization with the United States Bankruptcy Court for the District of
Colorado, listing $1,600,000 in assets and $1,200,000 in liabilities. The
reorganization was unsuccessful, no plan of reorganization was approved by
secured creditors and in February 1990, the Chapter 11 filing was dismissed and
the business activities of the Company ceased. During the reorganization, all
assets of the Company were converted to cash and distributed to secured
creditors. The Company believes that claims of unpaid creditors have become
uncollectible against the Company because of the statute of limitations
applicable to the collection of debt.
In late 1997, Mr. Robert W. Marsik, Allan Bergenfield and Joseph Rizzo, the sole
remaining directors and executive officer adopted a new plan of business on
behalf of the Company and appointed new officers for the purpose of bringing the
plan to bear. The new plan primarily provided for the "clean up" of the Company
so as to provide for the filing of all delinquent reports with the Colorado
Secretary of State, the U.S. Securities and Exchange Commission and the Internal
Revenue Service. Thes initial objectives have been achieved with the filing of
this 10-KSB report. Phase two of the adopted business plan includes attempting
to acquire either a U.S. based or a foreign based corporation that is privately
owned, has assets, revenues and earnings, and wishes to become a publicly owned
corporation. THE COMPANY CURRENTLY HAS NO PROSPECTIVE ACQUISITION CANDIDATES AND
HAS NOT DISCUSSED THIS PLAN WITH POTENTIAL ACQUISITION CANDIDATES.
Item 2. Description of Properties
The principal executive offices of the Company are presently located at 1960
White Birch Drive, Vista, California 92083. The telephone number at this address
is (760) 599-8559. The Company is receiving the use of this space free of charge
from Mr. Marsik.
Item 3. Litigation
No material legal proceedings to which the Company is a party or to which the
property of the Company is subject is pending and no such material proceeding is
known by management of the Company to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders
There were no meetings of security holders during the period covered by this
report.
2
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
No market for the common stock of the Company existed as of the date of this
report, nor for the last five years. Any market which existed for these shares
ceased when the assets were liquidated to secured creditors in February, 1990.
Outstanding Shares and Shareholders
As of December 31, 1997, the transfer ledgers maintained by the Company's stock
transfer agent indicated that there were 36,659,919 shares of common stock
issued and outstanding held by 2,113 shareholders of record on that date. There
were no shares of preferred stock outstanding on that date.
Dividends
The Company has not declared or paid any dividends on the common stock from
inception to the date of this report, although there are no restrictions on the
payment of dividends. Further, no dividends are contemplated at any time in the
foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following should be reviewed in connection with the financial statements and
management's comments thereon set forth under this and Item 7, below.
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Statement of Operations:
Revenues ............................... $ -- $ -- $ --
Operating Expenses ..................... -- -- --
Net Profit (Loss) ...................... -- -- --
Profit (Loss) Per Share ................ * * *
Balance Sheet Data:
Assets: ................................ $ -- $ -- $ --
Liabilities: (1) ....................... -- -- --
Stockholder's Equity (Deficit): ........ -- -- --
</TABLE>
*Negligible in amount.
(1) The Company believes that there were approximately $ 1,200,000 in unpaid
obligations of the Company at the time the bankruptcy reorganization was
dismissed in February 1990. The Company believes none of such claims would be
collectible by creditors as the statute of limitations applicable to collection
of such debt has expired.
Liquidity
The Company has not generated any cash flows from operating or investing
activities since February, 1990. No operating capital was necessary through the
fiscal period covered by this report. Operating capital subsequent to December
31, 1997 used to resurrect the corporate status of the company, establish its
shareholder records and for similar purposes, totaling approximately $ 3,600 was
primarily provided by Mr. Marsik. The Company intends to issue shares of its
common stock to reimburse such advances.
Results of Operations
The Company had no operations from 1988 through December 31, 1997. In August
1998, the Company adopted the business plan set forth under Item 1, above.
The Company utilizes no computer system and does not consider that it is
presently dependent upon any technology which may be affected by "Year 2000"
computer problems. The Company has not devoted any attention or resources to
resolving Year 2000 problems. However, if the Company is successful in acquiring
a private business, such business could have unresolved Year 2000 issues.
However, no such issues are presently known to the Company.
3
<PAGE>
Item 7. Financial Statements
HARLEN & BOETTGER
Certified Public Accountants
To the Board of Directors and Shareholders
PROCARE INDUSTRES, LTD.
We have audited the accompanying balance sheets of PROCARE INDUSTRIES, LTD. as
of December 31, 1997, and December 31, 1996, and December 31, 1995, and the
related statements of operations, stockholders' equity, and cash flows for the
three years ended December 31, 1997. 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of PROCARE
INDUSTRIES, LTD. as of December 31, 1997, and December 31, 1996, and December
31, 1995, and the results of its operations and cash flows for the three years
ended December 31, 1997, 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 3 to the
financial statements, the Company has insufficient working capital at the
present time which raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Harlan & Boettger, P.C.
San Diego, California
August 1, 1998
4
<PAGE>
<TABLE>
<CAPTION>
PROCARE INDUSTRIES, LTD.
BALANCE SHEETS
December 31,
--------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Assets:
Current Assets:
Cash ............................ $ -- $ -- $ --
Organizational Expenses ......... -- -- --
----------- ----------- -----------
Total Assets ............... $ -- $ -- $ --
=========== =========== ===========
Liabilities and Stockholders' Equity :
Current Liabilities:
Trade accounts payable .......... -- -- --
----------- ----------- -----------
Total Liabilities .......... -- -- --
----------- ----------- -----------
Stockholders' Equity:
Preferred stock, par value $1.00
per share. Authorized 5,000,000
shares; none issued ................ -- -- --
Common stock, no par value per
share. Authorized 100,000,000
shares; issued at December 31, 1997
36,659,919 ......................... 3,175,795 -- --
Additional paid-in capital ........... 1,215,028 -- --
Accumulated deficit during
development stage .................. (4,390,823) -- --
----------- ----------- -----------
Total stockholders' equity (deficit) . -- -- --
----------- ----------- -----------
Total Liabilities and Stockholders'
Equity ............................. $ -- $ -- $ --
=========== =========== ===========
</TABLE>
5
See accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
PROCARE INDUSTRIES, LTD.
(a development stage company)
STATEMENTS OF OPERATIONS
Years ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenues ................ $ -- $ -- $ --
Operating Expenses ...... -- -- --
----------- ------------- -------------
Net Profit (Loss) ....... $ -- $ -- $ --
=========== ============= =============
Loss per share .......... * * *
</TABLE>
(* negligible in amount)
6
See accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
PROCARE INDUSTRIES, LTD.
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional Retained
Paid-In Earnings
Shares Amount Capital (Deficit)
------ ------ ---------- ---------
<S> <C> <C> <C> <C>
Balance, January 1, 1995 ..................... 36,659,919 3,175,795 1,215,028 (4,390,823)
Net Loss for year ended December 31, 1996 .... -- -- -- --
---------- --------- --------- ----------
Balance, December 31, 1995 ................... 36,659,919 3,175,795 1,215,028 (4,390,823)
Balance, January 1, 1996 ..................... 36,659,919 3,175,795 1,215,028 (4,390,823)
Net Loss for year ended December 31, 1996 .... -- -- -- --
---------- --------- --------- ----------
Balance, December 31, 1996 ................... 36,659,919 3,175,795 1,215,028 (4,390,823)
Balance, January 1, 1997 ..................... 36,659,919 3,175,795 1,215,028 (4,390,823)
Net Loss for year ended December 31, 1996 .... -- -- -- --
---------- --------- --------- ----------
Balance, December 31, 1997 ................... 36,659,919 3,175,795 1,215,028 (4,390,823)
</TABLE>
7
See accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
PROCARE INDUSTRIES, LTD.
STATEMENTS OF CASH FLOW
Years Ended December 31,
-------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Operations:
Profit (loss) ............................... $ -- $ -- $ --
Items not requiring
working capital:
(Increase) decrease in organization costs ..... -- -- --
Increase (decrease) in accounts payable ....... -- -- --
Net cash from operations ...................... -- -- --
Financing:
Sale of common stock
Net cash from financing ..................... -- -- --
Net increase (decrease) in cash ............... -- -- --
---------- ------- -------
Cash at beginning of period ................... -- -- --
---------- ------- -------
Cash at end of period ......................... -- -- --
========== ======= =======
</TABLE>
8
See accompanying Notes to Financial Statements
<PAGE>
PROCARE INDUTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. Organization and Nature of Business: ProCare Industries, a Colorado
corporation, was incorporated on December 30, 1988, under the laws of the State
of Colorado. The Company completed an initial public offering of its securities
in November 1984 and developed several products which were introduced into
nationwide distribution over the next several years. In September 19888 the
company filed a Chapter 11 Bankruptcy petition and attempted to reorganize the
business and the debts of the Company. The Chapter 11 action was dismissed in
February 1990 and the assets of the business were liquidated for the benefit of
the secured creditors. The Company believes that the approximately $ 1,200,000
of unpaid creditor claims have become uncollectible against the company because
of the statute of limitations applicable to the collection of debt.
The Company's primary intended activity at the present time is to "clean
up" the company so as to provide for the filing of all delinquent reports with
the Secretary of State of Colorado, the U.S. Securities and Exchange Commission
and the Internal Revenue Service. Beyond that the Company intends to acquire one
or more operating business's that are now privately owned, have assets, revenues
and earnings and wish to become a publicly owned corporation.
The Company's fiscal year ends on December 31.
2. Results of Operations: The Company had no operations during the period from
February, 1990, through December 31, 1997.
3. Going Concern: Due to a lack of working capital, there is substantial doubt
of the Company's ability to re-establish itself as a going concern and its
success is dependent upon the Company obtaining sufficient financial capital to
continue its activities and, ultimately, to achieve profitable operations.
9
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company has had no disagreement with its accountant on any matter of
accounting principal or practice, financial statement disclosure or auditing
scope or procedure which would have caused the accountant to make reference in
its report upon the subject matter of the disagreement.
PART III
Item 9. Directors and Executive Officers of the Company
The following table sets forth all directors and executive officers of the
Company, as of September 30, 1998, as well as their ages:
NAME AGE POSITION WITH COMPANY*
Robert W. Marsik 52 Chairman of the Board of Directors, Chief
Executive, Financial and Accounting Officer,
President and Treasurer
Allan Bergenfield 57 Director
Joseph V. Rizzo 67 Director
* No current director has any arrangement or understanding whereby they are or
will be selected as a director or nominee. 9
Officers will hold office until the next annual meeting of shareholders and
until their successors have been duly elected and qualified. The officers are
elected by the Board of Directors at its annual meeting immediately following
the shareholders' annual meeting and hold office until their death or until they
earlier resign or are removed from office. There are no written or other
contracts providing for the election of directors or term of employment of
executive officers, all of whom serve on an "at will" basis.
The Company does not have any standing audit, nominating or compensation
committees, or any committees performing similar functions. The board will meet
periodically throughout the year as necessity dictates. During the years of
1990, 1991, 1992, 1993, 1994, 1995, 1996 and 1997, the board held only one
meeting, acting by consent as necessity dictated. In 1998 the Board has held
meetings and acted by consent as necessity dictated.
Executive Profiles
Robert W. Marsik was the Founder of ProCare and has been an executive officer
and director of the Company since inception. On May 17, 1993, he was appointed a
director and executive officer of America's Coffee Cup, Inc. On December 18,
1997, he resigned all positions with this entity to pursue other business
interests and has acted as an independent business consultant. Mr. Marsik
graduated in 1970 from the University of Maryland at College Park, Maryland,
with a degree in Business Administration/Marketing.
Allen Bergenfield has been a director of the Company since March 1987. He is the
President and principal owner of Mid Atlantic Manufactures Brokers, Inc. which
is a regional sales and marketing company servicing primarily the Eastern
Seaboard portion of the United States and provides sales, broker and marketing
services for numerous personal care manufacturing companies. He established this
business in 1985 after resigning a position as Senior Vice President of
Marketing for Minnetonka Inc. a manufacturer of health and beauty aids.
10
<PAGE>
Joseph V. Rizzo was a Director for the Company from its inception until his
resignation in 1987. Mr. Rizzo is now retired and resides in San Jose
California. During his executive career he held positions of Vice President and
President of numerous electronic and manufacturing companies, most recently with
D. B. Products and prior to that with Oak-Mitsui Corporation.
Item 10. Executive Compensation
No compensation was paid to the Board of Directors or executive officers of the
Company in their capacities as such to the date of this report, and no cash
compensation is anticipated to be paid at any time in the immediate future to
any member of the board in that capacity.
Employment Agreements: None.
Item 11. Security Ownership of Management and Certain Others
Based upon information which has been made available to the Company by its stock
transfer agent, the following table sets forth, as of August 1, 1998, the shares
of common stock owned by each current director, by directors and executive
officers as a group and by each person known by the Company to own more than 5%
of the outstanding Common Stock:
<TABLE>
<CAPTION>
Name and Address of
Title of Class Beneficial Owner Number of Shares Percent of Class (1)
- -------------- ------------------- ---------------- -------------------
<S> <C> <C> <C>
Common Stock Robert W. Marsik 4,798,500 13.08
1960 White Birch Drive
Vista, California 92083
Common Stock Allan Bergenfield 234,000 .06
12000 Trailridge Drive
Potomac, MD 20854
Directors and Executive 5,032,500(2) 13.14
Officers as a Group
(one in number):
</TABLE>
(1) Based on 36,659,919 shares of common stock issued and outstanding on
December 31, 1997 and August 1, 1998. (2) These shares have been held for more
than 10 years.
Item 12. Certain Transactions
In November 1998, the Company issued 40,000,000 shares of its common stock,
which had no market value, to the three directors of the Company for
approximately $3,600 in expenses advanced on behalf of the Company and for
services provided in connection with reactivation of the Company and
reestablishing the Company as a Colorado corporation in good standing. The
shares were issued as follows: 36,00,000 shares to Robert W. Marsik, and
2,000,000 shares each to Allen Bergenfield and Joseph Rizzo. Following this
issuance, there were 76,659,919 shares issued and outstanding.
11
<PAGE>
PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
The following documents and reports have been filed as a part of this report:
1. Financial Statements:
(a) Report of Independent Certified Public Accountants;
(b) Balance Sheets
(c) Statements of Operations
(d) Statements of Stockholders' Equity
(e) Statements of Cash Flows
(f) Notes to Financial Statements
2. Financial Statement Schedules: None.
3. Exhibits required by Item 601: None.
4. Reports on Form 8-K: None.
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.
PROCARE INDUSTRIES, INC.
Date: January 5, 1999 By: /s/ Robert W. Marsik
---------------- ---------------------------
Robert W. Marsik, President,
Chief Executive, Financial
and Accounting Officer,
Treasurer
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.
Date: January 5, 1999 By: /s/ Robert W. Marsik
---------------- --------------------------
Robert W. Marsik, Director
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 4,390,823
<OTHER-SE> (4,390,823)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
