U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT
For the Fiscal Year Ended December 31, 1998
Commission File No. 2-90519
DCC Acquisition Corporation
Formerly DataLink Capital Corporation
(Name of Small Business Issuer in its Charter)
<TABLE>
<S> <C> <C>
Nevada 211 West Wall, Midland, Texas 79701 59-2262718
(State or Other Jurisdiction (Address of Principal Executive Office, (I.R.S. Employer
of incorporation or organization) including Zip Code) Identification No.)
</TABLE>
(915) 682-1761
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
None
Securities Registered Under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has 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 the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management'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-.
State the aggregate market value of the voting stock held by non-affiliates
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: $-0-..
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,456,097
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
PART I
Item 1. Description of Business.
- ---------------------------------
General
Datalink Systems, Inc. (Datalink) filed a registration under The Securities Act
of 1933 on FORM S-1 with the Securities and Exchange Commission with respect to
a public offering of its securities. The offering became effective on July 29,
1985 and completed October 29, 1985 and raised an aggregate of $300,000 from the
sale of 3,000,000 shares of common stock at $.10 per share.
The Company was engaged in the business of providing electronic information
processing services to the medical/health care industry. This venture was not
successful and management attempted to redirect the focus of the company through
merger with a viable private entity. Several Letters of Intent were signed but
later abandoned by all parties.
The corporate name was changed in April 29, 1987 to Datalink Capital Corporation
and the capital restated to 100,000,000 shares of $.0001 par value common stock.
The corporate charter was revoked on November 4, 1988 by the State of Florida
for failure to file required documents and pay associated fees.
A change in control of the majority stockholder resulted in a change in control
of the Company and the company's charter was reestablished on December 5, 1990.
The new management was unable to complete a merger with a private entity or
recapitalize the company and the company remained dormant. On April 26, 1991 the
corporate name was changed to Midland Capital Resources, Inc.
The corporate charter was revoked again on October 9, 1992 by the State of
Florida for failure to file required documents and pay associated fees.
On July 30, 1997, the charter was reinstated by the State of Florida and on
September 24, 1997 the name was changed to Datalink Capital Corporation.
On May 1, 1997 a stock purchase agreement was entered into between the majority
stockholder and Glenn A. Little. In March 1998 this agreement was renegotiated
and effective control of the company was obtained by Mr. Little by the purchase
of 37.4% of the outstanding shares.
Effective December 29, 1998 the Company changed its state of incorporation from
Florida to Nevada, pursuant to a change-of-state-if-incorporation merger. In the
merger transaction, the Company's name was changed from "DataLink Capital
Corporation" to "DCC Acquisition Corporation".
It is the intention of the new management of arrange to bring its SEC reporting
to date in order that the Company might be potentially attractive to a private
business that might be interested in becoming a publicly-held company, without
the expense and time delay involved in distributing its securities to the
public.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
Proposed Business
The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, the Company's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to fund the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense
involving misappropriation or theft of funds, or be the subject
of a pending investigation or indictment involving any of those
offenses;
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
(2) will not have been subject to a temporary or permanent injunction
or restraining order arising from unlawful transactions in
securities, whether as issuer, underwriter, broker, dealer, or
investment advisor, may be the subject of any pending
investigation or a defendant in a pending lawsuit arising from or
based upon allegations of unlawful transactions in securities; or
(3) will not have been a defendant in a civil action which resulted
in a final judgement against it or him awarding damages or
rescission based upon unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
Item 2. Description of Property.
- ---------------------------------
The Company has no properties.
Item 3. Legal Proceedings.
- ---------------------------
The Company is not a party to any material pending nor is it aware of any
threatened legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
The annual meeting of shareholders was held June 15, 1998. The following matters
were considered and acted upon: election of directors, ratification of the
independent auditor, and a proposal to change the state of incorporation from
Florida to Nevada.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------
Market Information
The stock trades over-the-counter on the OTC Bulletin Board. There have been
isolated transactions in the range of $.05 per share.
As of December 31, 1998, there were 363 holders on record of the Company's
common stock holding a total of 1,456,097 shares.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
Dividend Policy
The Company has never paid any dividends on its common stock and does not have
any current plan to pay any dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and Plan
of Operation.
- -----------------------------------------------------------------------------
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no assets. The
Company will remain illiquid until such time as a business combination
transaction occurs, if ever. No prediction of the future financial condition of
the Company can be made.
Plan of Business
General. The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company anticipates
that it will have, aside from carrying on its search for a combination partner,
no business activities, and, thus, will have no source of revenue. Should the
Company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards. In its pursuit for a combination partner, the
Company's management intends to consider only combination candidates which are
profitable or, in management's view, have growth potential. The Company's
management does not intend to pursue any combination proposal beyond the
preliminary negotiation stage with any combination candidate which does not
furnish the Company with audited financial statements for at least its most
recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business,
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
the Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense
involving misappropriation or theft of funds, or be the subject
of a pending investigation or indictment involving any of those
offenses;
(2) will not have been subject to a temporary or permanent injunction
or restraining order arising from unlawful transactions in
securities, whether as issuer, underwriter, broker, dealer, or
investment advisor, may be the subject of any pending
investigation or a defendant in a pending lawsuit arising from or
based upon allegations of unlawful transactions in securities; or
(3) will not have been a defendant in a civil action which resulted
in a final judgement against it or him awarding damages or
rescission based upon unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
Item 7. Financial Statements
- -----------------------------
The required financial statements are included in this documents starting at
page F-1.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures.
- --------------------------------------------------------------------
None
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
- -----------------------------------------------------------------------
The following table sets forth the officers and directors of the Company.
Name Position Age
- ---- -------- ---
Glenn A. Little President 45
Matthew Blair Secretary and Director 42
Set forth below is a description of the backgrounds of each of the officers and
directors of the Company.
Glenn A. Little, is a graduate of The University of Florida, Gainesville
(Bachelor of Science in Business Administration) and the American Graduate
School of International Management (Master International Management) and has
been the principal of Little and Company Investment Securities (LITCO), a
Securities Broker/Dealer with offices in Midland, Texas since 1979. Mr. Little
currently serves as an officer and director of other inactive public
corporations having the same business purpose as the Company.
Before founding LITCO Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First National Bank of
Commerce in New Orleans, Louisiana.
Matthew Blair was a solo practitioner of law in Midland, Texas and is presently
a Title IV-D Master in Midland County, Texas. Before opening his practice he
served in the Legal Department of the Federal Deposit Insurance Corporation
(FDIC), Midland, Texas where he gained exposure to corporate structures and debt
workouts. His employment before the FDIC appointment was with Texas American
Energy and Exxon Corporation. Mr. Blair received a Bachelor of Arts in
Government from The University of Texas at Austin (1975) and Juris Doctor from
Texas Tech University School of Law (1979). He is licensed in every state court
in Texas, United States District Court (Texas) and in The United States Supreme
Court.
Item 10. Executive Compensation.
- ---------------------------------
The Company's management is not currently compensated for services provided to
the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- -------------------------------------------------------------------------
The following table set forth the names and addresses of each of the persons
known by the Company to own beneficially 10% or more of the common stock of the
Company, as well as the common stock ownership of each of the officers and
directors of the Company.
Name and Address Number of Shares Owned Percentage of Ownership (1)
- ---------------- ---------------------- ---------------------------
Glenn A. Little 731,860 50.2%
Matthew Blair 0 0
1. Based on 1,456,097 shares outstanding as of March 15, 1999
Item 12. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
The Company's President, Glenn A. Little, has agreed to provide funds to the
Company sufficient to cover Company expenses relating to its SEC periodic
reporting and other minor corporate expenses.
Item 13. Exhibits and Reports on Form 8-K.
- -------------------------------------------
Exhibits Description
*3.1 Articles of Incorporation of the Company
*3.2 Bylaws of the Company
- -------------------------------------
*Incorporated from the Company's Current Report on Form 8-K, date of event
reported: December 29, 1998.
Reports on Form 8-K
Subsequent to December 31, 1999, on February 8, 1999, the Company filed a
Current Report on Form 8-K wherein the Company reported its change of state of
incorporation from Florida to Nevada, and attendant change in corporate name,
from "DataLink Capital Corporation" to "DCC Acquisition Corporation" which
Current Report, including the exhibits thereto, is incorporated herein by this
reference.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 15, 1999
DDC Acquisition Corporation
By: /s/ Glenn A. Little
-------------------------
Glenn A. Little
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/ Glenn A. Little March 15, 1999
- ------------------------------------------
Glenn A. Little
President, (Chief Executive Officer and
Principal Financial Officer) and Director
/s/ Matthew Blair March 15, 1999
- ------------------------------------------
Matthew Blair
Secretary and Director
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
Financial Statements
and
Auditor's Report
December 31,
1998, 1997 and 1996
S. W. HATFIELD + ASSOCIATES
certified public accountants
Use our past to assist your future sm
<PAGE>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
CONTENTS
Page
----
Report of Independent Certified Public Accountants F-3
Financial Statements
Balance Sheets as of December 31, 1998, 1997 and 1996 F-4
Statements of Operations
for the years ended December 31, 1998, 1997 and 1996 F-5
Statement of Changes in Shareholders' Equity
for the years ended December 31, 1998, 1997 and 1996 F-6
Statements of Cash Flows
for the years ended December 31, 1998, 1997 and 1996 F-7
Notes to Financial Statements F-8
F-2
<PAGE>
S. W. HATFIELD, CPA
certified public accountant
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
DCC Acquisition Corporation
(formerly Datalink Capital Corporation)
We have audited the accompanying balance sheets of DCC Acquisition Corporation
(formerly Datalink Capital Corporation) (a Nevada corporation) as of December
31, 1998, 1997 and 1996 and the related statements of operations, changes in
shareholders' equity and cash flows for each of the three years then ended.
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 audits.
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, the financial statements referred to above present fairly, in
all material respects, the financial position of DCC Acquisition Corporation
(formerly Datalink Capital Corporation) as of December 31, 1998, 1997 and 1996
and the related statements of operations, changes in shareholders' equity and
cash flows for the each of the three years then ended, 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 A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
On February 8, 1999, the Company filed a Form 8-K/A with the US Securities and
Exchange Commission noting that on August 10, 1998, current management of the
Company learned that 500,000 shares of common stock had been illegally issued in
years prior to 1996 and was canceled as issued and outstanding on the discovery
date (see Note C). Accordingly, we withdraw our opinion dated February 20, 1998
and it is replaced by this document accompanying the revised financial
statements of the Company as of and for the years ended December 31, 1997 and
1996. No reliance should be placed on our opinion dated February 20, 1998.
/s/ S. W. HATFIELD
------------------------
S. W. HATFIELD, CPA
(formerly S.W. Hatfield + Associates)
Dallas, Texas
January 25, 1999
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-3
<PAGE>
<TABLE>
<CAPTION>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
BALANCE SHEETS
December 31, 1998, 1997, and 1996
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Current assets $ -- $ -- $ --
--------- --------- ---------
Total Assets $ -- $ -- $ --
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable - trade $ 2,231 $ 3,649 $ 3,015
Due to controlling shareholder 3,000 -- --
--------- --------- ---------
Total Liabilities 5,231 3,649 3,015
--------- --------- ---------
Commitments and contingencies
Shareholders' Equity Common stock - $0.0001 par value
100,000,000 shares authorized
1,456,097 shares issued and outstanding 146 146 146
Additional paid-in capital 798,029 798,029 798,029
Accumulated deficit (803,406) (801,824) (801,190)
--------- --------- ---------
Total Shareholders' Equity (5,231) (3,649) (3,015)
--------- --------- ---------
Total Liabilities and Shareholders' Equity $ -- $ -- $ --
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
STATEMENTS OF OPERATIONS
Years ended December 31, 1998, 1997 and 1996
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
----------- ----------- -----------
Expenses
General and administrative expenses 1,582 634 1,110
----------- ----------- -----------
Total operating expenses 1,582 634 1,110
----------- ----------- -----------
Loss from Operations (1,582) (634) (1,110)
Provision for income taxes -- -- --
----------- ----------- -----------
Net Loss $ (1,582) $ (634) $ (1,110)
=========== =========== ===========
Net loss per weighted-average
share of common stock outstanding nil nil nil
=== === ===
Weighted-average number of shares
of common stock outstanding 1,456,097 1,456,097 1,456,097
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1998, 1997 and 1996
Additional
Common Stock paid-in Accumulated
Shares Amount capital deficit Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances at
January 1, 1996,
as originally reported 1,956,097 196 $ 798,029 $ (800,130) $ (1,905)
Cancellation of shares
due to improper issuance
in prior years (500,000) (50) -- 50 --
---------- ---------- ---------- ---------- ----------
Balances at
January 1, 1996,
as restated 1,456,097 146 798,029 (800,080) (1,905)
Net loss for the year -- -- -- (1,110) (1,110)
---------- ---------- ---------- ---------- ----------
Balances at
December 31, 1996 1,456,097 146 798,029 (801,190) (3,015)
Net loss for the year -- -- -- (634) (634)
---------- ---------- ---------- ---------- ----------
Balances at
December 31, 1997 1,456,097 146 798,029 (801,824) (3,649)
Net loss for the year -- -- -- (1,582) (1,582)
---------- ---------- ---------- ---------- ----------
Balances at
December 31, 1998 1,956,097 $ 196 $ 798,029 $ (803,456) $ (5,231)
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
STATEMENTS OF CASH FLOWS
Years ended December 31, 1998, 1997 and 1996
1998 1997 1996
------- ------- -------
Cash Flows from Operating Activities
Net loss for the period $(1,582) $ (634) $(1,110)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Increase (decrease) in
Accounts payable - trade (1,418) 634 1,110
------- ------- -------
Net cash used by operating activities (3,000) -- --
------- ------- -------
Cash Flows from Investing Activities -- -- --
------- ------- -------
Cash Flows from Financing Activities
Cash advanced by controlling shareholder 3,000 -- --
------- ------- -------
Increase (Decrease) in Cash -- -- --
Cash at beginning of period -- -- --
------- ------- -------
Cash at end of period $ -- $ -- $ --
======= ======= =======
SUPPLEMENTAL DISCLOSURE OF
INTEREST AND INCOME TAXES PAID
Interest paid for the year $ -- $ -- $ --
======= ======= =======
Income taxes paid for the year $ -- $ -- $ --
======= ======= =======
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
NOTES TO FINANCIAL STATEMENTS
Note A - Organization and Description of Business
DCC Acquisition Corporation (formerly Datalink Capital Corporation) (Company)
was originally incorporated on January 26, 1983 under the laws of the State of
Florida as Datalink Systems, Inc. for the purpose of marketing electronic
information processing systems to the medical and healthcare industries. As of
December 31, 1986, the Company had closed this business operation.
The Company changed its corporate name to Datalink Capital Corporation in April
1987 and to Midland Capital Resources, Inc. in April 1991. In July 1997, the
Company was reactivated with the State of Florida and changed its corporate name
to Datalink Capital Corporation, effective September 24, 1997.
On December 29, 1998, the Company changed its State of Incorporation from
Florida to Nevada by means of a merger with and into DCC Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation. The Articles of Incorporation and Bylaws of the Nevada
corporation are the Articles of Incorporation and Bylaws of the surviving
corporation. Such Articles of Incorporation did not change the capital structure
of the Company and the corporate name was effectively changed to DCC Acquisition
Corporation.
In October 1985, the Company successfully completed a public offering, pursuant
to a Registration Statement under The Securities Act of 1933, raising net
proceeds to the Company of approximately $300,000.
The Company has had no operations, assets or liabilities since 1989.
Accordingly, the Company is dependent upon management and/or significant
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity at this time. It is the intent of management and
significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. Through December 31,
1998, the Company's controlling shareholder has advanced approximately $3,000 in
payments for operating expenses on behalf of the Company.
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.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
F-8
<PAGE>
DCC ACQUISITION CORPORATION
(formerly Datalink Capital Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Note B - Summary of Significant Accounting Policies - Continued
2. Loss per share
Loss per share of common stock is computed using the weighted-average
number of shares outstanding during each respective period presented. As of
December 31, 1998, 1997 and 1996, the Company has no outstanding stock
warrants, options or convertible securities which could be considered as
dilutive for purposes of the loss per share calculation.
Note C - Correction of an Error
On August 10, 1998, the Company canceled 500,000 shares of its issued and
outstanding common stock . All of these shares had been issued illegally in
years prior to 1996 by former management, inasmuch as no corporate authorization
of the issuances existed and no monetary consideration was received by the
Company for the shares. The shares had previously been accounted for as a
nonmonetary transaction for services valued at an amount equal to the par value
of the shares issued, or approximately $50.
Specifically, the cancellations were as follows:
a) 275,000 shares issued to a former Director and President of the Company.
These shares were found to be illegally issued as (1) there was no action
by the Company's Board of Directors authorizing the issuance of such
shares; (2) at the time of issuance, the Company's charter in the State
of Florida had been revoked by the Secretary of State for failure to make
required filings and to pay associated fees; and (3) the transfer agent
issued such shares on the oral instructions of a person not possessed
with Company authority.
b) 25,000 shares issued to a former Director and Corporate Secretary. These
shares were found to be illegally issued as (1) there was no action by
the Company's Board of Directors authorizing the issuance of such shares;
(2) at the time of issuance, the Company's charter in the State of
Florida had been revoked by the Secretary of State for failure to make
required filings and to pay associated fees; and (3) the transfer agent
issued such shares on the oral instructions of a person not possessed
with Company authority.
c) 200,000 shares issued to individuals in anticipation of fees due for
investment banking activities. These shares were found to be illegally
issued as (1) there was no action by the Company's Board of Directors
authorizing the issuance of such shares; (2) at the time of issuance, the
Company's charter in the State of Florida had been revoked by the
Secretary of State for failure to make required filings and to pay
associated fees; and (3) the transfer agent issued such shares on the
oral instructions of a person not possessed with Company authority.
The effect of these cancellations has been reflected as a restatement of the
issued and outstanding common stock as of the first day of the first period
presented.
F-9
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<NAME> DCC Acquisition Corporation
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0
0
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