PENN-AKRON CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File number: 0-12597
PENN-AKRON CORPORATION
(Exact name of registrant as specified in charter)
Delaware 11-1843262
State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
5882 South 900 East, Suite 202, Salt Lake City, UT 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 801 269-9500
Securities registered pursuant to section 12 (b) of the Act: None
Securities registered pursuant to section 12 (g ) of the Act: Common Stock,
Par Value $.01
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 the past 90 days.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of January 14, 2000, the registrant had 6,025,329 shares of common stock
issued and outstanding.
PENN-AKRON CORPORATION (THE "COMPANY") HAS BEEN DELINQUENT IN THE FILING OF
ITS PERIODIC REPORTS SINCE 1985. THIS REPORT IS ONE OF SEVERAL REPORTS BEING
FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO BRING THE COMPANY CURRENT IN ITS
REPORTING OBLIGATIONS. UNLESS OTHERWISE INDICATED THEREIN, THE REPORTS
PROVIDE INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER PAGE THEREOF TO
WHICH IT RELATES. SUCH INFORMATION SHOULD BE CONSIDERED IN LIGHT OF ALL OTHER
REPORTS FILED BY THE COMPANY, PARTICULARLY REPORTS BEING FILED FOR SUBSEQUENT
PERIODS.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The Financial Statements of the Registrant required to be files with this
10-QSB Quarterly report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
BALANCE SHEET
May 31, 1999
<CAPTION>
5/31/99 2/28/99
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total Current Assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
-------- --------
Total Current Liabilities - -
-------- --------
STOCKHOLDERS' EQUITY
Common stock
10,000,000 shares authorized,
at $0.01 par value; 6,025,329
shares issued and outstanding 60,253 60,253
Capital in excess of par value 881,466 881,466
Accumulated deficit (941,719) (941,719)
-------- --------
Total Stockholders' Equity
(Deficiency) $ - $ -
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended May 31, 1999 and 1998
and the Period March 1, 1987
(Date of Inception of Development Stage) to May 31, 1999
<CAPTION>
Mar 1, 1987
May 31, May 31, (Note 1) to
1999 1998 May 31, 1999
------- ------- ------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES - - 8,781
------ ------ ------
NET LOSS $ - $ - $(8,781)
====== ====== ======
NET LOSS PER COMMON SHARE
Basic $ - $ -
====== ======
AVERAGE OUTSTANDING SHARES
Basic 5,825,329 5,825,329
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from March 1, 1987 (Date of Inception of Development Stage)
to May 31, 1999
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance March 1, 1987 4,778,023 $ 47,780 $ 707,718 $(932,938)
(Date of inception of
development stage)
Issuance of common stock for
services at $.01 - 1988 337,548 3,375 - -
Net operating loss for the
year ended February 28, 1989 - - - (3,375)
Issuance of common stock
for payment of debt at $.25
- July 2, 1991 709,758 7,098 170,342 -
Contribution to capital -
expenses paid by officers
- 1999 - - 5,406 -
Issuance of common stock into
escrow account for possible
claims resulting from errors
in records
February 28, 1999 200,000 2,000 (2,000) -
Net operating loss for the year
ended February 28, 1999 - - - (5,406)
Net Income (Loss) for the period
ended May 31, 1999 - - - -
--------- ------ ------- -------
Balance May 31, 1999 $6,025,329 $ 60,253 $ 881,466 $(941,719)
========= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Three Month Period Ended May 31, 1999 and 1998
and the Period March 1, 1987 (Date of Inception of Development Stage)
to May 31, 1999
<CAPTION>
Mar 1, 1987
May 31, May 31, to
1999 1998 May 31, 1999
------- ------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ - $ - $ (8,781)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Issuance of common stock for expenses - - 3,375
Contributions to capital -
expenses paid by officers - - 5,406
----- ----- -----
Net Cash Used by Operations - - -
----- ----- -----
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
----- ----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES - - -
----- ----- -----
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
----- ----- -----
Cash at End of Period $ - $ - $ -
===== ===== =====
NON CASH OPERATING ACTIVITIES
Issuance of 337,548 shares of common stock for services - 1988 $ 3,375
------
Contribution to capital - expenses paid by officers - 1999 $ 5,406
------
</TABLE>
The accompanying notes are an integral part of these financial statements.
PENN-AKRON CORPORATION
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS
Note 1. ORGANIZATION
The Company was incorporated under the laws of the state of Delaware on
December 12, 1953 under the name "Erie Reinforced Plastic Pipe Company" with
authorized common stock of 4,000,000 shares at a par value of $.05. During
1957 the name was changed to "Penn-Akron Corporation" and on May 25, 1973 the
authorized common stock was increased to 10,000,000 shares at the same par
value and on March 7, 1984 the par value was reduced to $0.01. The Company's
principal business was the operation of is wholly-owned subsidiary, Eagle Lock
Corporation, which was engaged in the manufacturing of auxiliary locks. On
May 27, 1971, the Company filed for protection under Chapter 11 of the Federal
Bankruptcy Code. On October 31, 1978, the Company emerged from bankruptcy and
remained inactive until 1984 when the Company formed a wholly owned
subsidiary to engage in the business of oil and gas exploration. During 1987
the Company lost its remaining assets and ceased operations and has since
been inactive. On June 20, 1983 the Company completed a reverse common stock
split 10 shares of outstanding stock for one share. This report has been
prepared showing after stock split shares from inception.
The company is considered to have been in the development stage since March 1,
1987.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On May 31, 1999, the Company had a net operating loss carry forward of
$941,719. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and there has been a substantial change in
the stockholders. $241,075 of the loss carryforward has expired and the
balance will expire beginning in years 2000 though 2020.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Financial instruments
The carrying amounts of financial instruments are considered by management to
be their estimated fair values. These values are not necessarily indicative
of the amounts that the Company could realize in a current market exchange.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock split, in accordance
with FASB statement No. 128.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company has not engaged in any material operations in the period ending
May 31, 1999, or since 1987. The Company intends to acquire interests in
various business opportunities which, in the opinion of management, will
provide a profit to the Company. As of the date hereof, the Company has not
executed any definitive, binding Plan or merger or reorganization, and there
can be no assurance that such a Plan will ever be executed or that, if
executed, such a transaction will be completed.
All of the officers and directors intend to continue to seek out the
acquisition of assets, property or businesses that may be beneficial to the
Company and its stockholders. The foreseeable cash requirements during the
next 12 months will relate to maintaining the Company in good standing,
keeping its reports "current" with the Securities and Exchange Commission, and
costs related to locating and reorganizing with a merger candidate. Management
anticipates that the Company will have to raise or borrow additional funds
during the next 12 months to this end.
Results of Operations. The Company has had no operations since 1987. During
the quarterly period covered by this Report, the Company had no assets or
liabilities. The Company had a net loss for the three months ended May 31,
1999 of $0 compared to a net loss of $0 for the same period last year. The
Company has a net loss carryforward of $(941,719) since inception.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Change in Securities
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matter to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibit No. Description
EX-27 Financial Data Schedule
(a)Reports on Form 8-K. No reports on Form 8-K were filed by the registrant
during the first quarter ended May 31, 1999.
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.
PENN-AKRON CORPORATION
Date: January 14, 2000 By /s/ Curtis Olsen
----------------------
Curtis Olsen, President
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<PERIOD-START> MAR-01-1999
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0
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<EPS-BASIC> (.00)
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</TABLE>
