PENN-AKRON CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 28, 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 (I.R.S. Employer I.D. No.)
incorporation 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 [X] No [ ] (2) Yes [X] 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 the registrant'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. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by
nonaffiliates 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 the past 60 days.
At January 14, 2000, the aggregate market value of the voting
stock held by nonaffiliates is undeterminable and is considered
to be -0-.
(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.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10- KSB (e.g., part I, part
II, etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule 424 (b)
or (c) under the Securities Act of 1933: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
The Company was incorporated under the laws of the State of
Delaware on December 7, 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.
Effective June 1, 1983, the Company had a one-for-ten reverse
stock split. This report has been prepared showing after stock
split shares from inception.
The Company was originally incorporated for the purpose of
manufacturing plastic pipe, but discontinued these operations in
1973 after a Chapter 11 bankruptcy proceeding was filed on May
27, 1971, in the United States District Court for the District of
Connecticut (H 10188). The Bankruptcy Court discharged the
Company on October 11, 1978. The Company was dormant from
approximately 1973 until 1984.
On April 11, 1984, management of the Company formed a
subsidiary, Subpac, Inc., a Texas corporation ("Subpac"), to
facilitate the acquisition of Petroleum Basins Exploration, Inc.,
a Nevada corporation ("PBE"). On May 3, 1984, the Company and
Subpac entered into a reorganization agreement with PBE and
Subpac was merged into PBE, with PBE being the surviving
corporation. The former shareholders of PBE received one share
of the Company for each seven shares of PBE stock.
PBE was incorporated under the laws of the State of Nevada
on March 25, 1981, and began acquiring interests in undeveloped
oil and gas properties in the State of Texas. From 1984 until
approximately March 1 1987, the Company and its subsidiary, PBE,
were engaged in the business of oil and gas exploration,
development and production. The company is considered to have
been in the development stage since March 1, 1987.
The prices for oil and gas declined and PBE could not afford
to continue its oil and gas exploration activities. The oil and
gas properties of the company were leased, and after the leases
expired the company could not afford to renew them. The company
went into inactivity after March 1, 1987, and was dissolved by
the State of Nevada.
The Company has no principal executive offices; the mailing
address of the Company is 5882 South 900 East, Suite 202, Salt
Lake City, Utah 84121.
Business
In May of 1999, Capital Consulting of Utah, Inc. paid
$25,000 to former officers and directors of the company for
releases of any debt owed by the Company to them. At this same
time, the sole officer and director of the Company, Fred Attaya,
resigned all of his positions with the Company and appointed John
Chymboryk as the sole officer and director.
In September of 1999, John Chymboryk, resigned all of his
positions with the Company and appointed Curtis Olsen as
director, President and Chief Executive Officer, Secretary and
Treasurer.
In October of 1999, Curtis Olsen appointed Allison Olsen as
a director, Secretary and Treasurer and appointed Michael Olsen
as a director and Vice President; thus constituting the current
management of the Company.
The Company is currently seeking potential business
acquisitions or opportunities to enter into in an effort to
commence business operations. The Company does not propose to
restrict its search for a business opportunity to any particular
industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has
unrestricted discretion in seeking and participating in a
business opportunity.
The Company's Board of Directors shall make the final
determination whether to complete any such venture; the approval
of shareholders will not be sought unless required by applicable
laws, rules and regulations, its Articles of Incorporation or
Bylaws, or contract. Neither the Company's Articles of
Incorporation nor its Bylaws require stockholder approval for any
such acquisition. The Company does not intend to provide any
disclosure documentation to its shareholders prior to any
acquisition transaction. However, as a reporting issuer subject
to the reporting requirements of the 1934 Act, the Company will
be required to disclose any such transaction in a Current Report
on Form 8-K, including audited financial statements of the
acquired entity and consolidated pro forma financial statements.
The selection of a business opportunity in which to
participate is complex and risky. Additionally, as the Company
has only limited resources available to it through advances by
management, it may be difficult to find good opportunities.
There can be no assurance that the Company will be able to
identify and acquire any business opportunity based on
management's business judgement.
Management may seek quotation of the Company's common stock
on the OTC Bulletin Board. In connection with such application,
management would seek a broker-dealer to become the initial
market maker for the Company's common stock and to submit the
application to the OTC Bulletin Board. There have been no
preliminary discussions or understandings between the Company, or
anyone acting on its behalf, and any market maker regarding such
application or the participation of any such market maker in the
future trading market for the Company's common stock. Management
would likely contact broker-dealers who make markets in Bulletin
Board companies until one agrees to make the application. There
is no assurance that the Company would be successful in locating
such a broker-dealer, or that the application, if submitted,
would be approved. The Company may use outside consultants to
obtain market makers for which services the Company may issue
shares of its common stock or agree to future cash payments as
consideration for the services.
Management intends to consider a number of factors prior to
making any decision as to whether to participate in any specific
business endeavor, none of which may be determinative or provide
any assurance of success. These may include, but will not be
limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and
available technical, financial and managerial resources; its
working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and
experience of its management services and the depth of its
management; its potential for further research, development or
exploration; risk factors specifically related to its business
operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products,
services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or
accurately analyze, let alone describe or identify, without
referring to specific objective criteria.
Regardless, the results of operations of any specific
entity may not necessarily be indicative of what may occur in the
future, by reason of changing market strategies, plant or product
expansion, changes in product emphasis, future management
personnel and changes in innumerable other factors. Further, in
the case of a new business venture or one that is in a research
and development stage, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the
abilities of its management or its business objectives. Also, a
firm market for its products or services may yet need to be
established, and with no past track record, the profitability of
any such entity will be unproven and cannot be predicted with
any certainty.
Either management, or consultants retained by management,
will attempt to meet personally with management and key personnel
of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain
independent analysis or verification of information provided and
gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business
opportunity; however, due to time constraints of management,
these activities may be limited.
The Company is unable to predict the time as to when and if
it may actually participate in any specific business endeavor.
The Company anticipates that proposed business ventures will be
made available to it through personal contacts of directors,
executive officers and principal stockholders, professional
advisors, broker dealers in securities, venture capital
personnel, members of the financial community, attorneys and
others who may present unsolicited proposals. In certain cases,
the Company may agree to pay a finder's fee or to otherwise
compensate the persons who submit a potential business endeavor
in which the Company eventually participates. Such persons may
include the Company's directors, executive officers, beneficial
stock owners or their affiliates. In this event, such fees may
become a factor in negotiations regarding a potential acquisition
and, accordingly, may present a conflict of interest for such
individuals.
Although the Company has not identified any potential
acquisition target, the possibility exists that the Company may
acquire or merge with a business or company in which the
Company's executive officers, directors, beneficial owners or
their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to
estimate the potential pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on
the nature and extent of services rendered, the Company may
compensate members of management in the future for services that
they may perform for the Company. Because the Company currently
has extremely limited resources, and is unlikely to have any
significant resources until it has completed a merger or
acquisition, management expects that any such compensation would
take the form of an issuance of the Company's stock to these
persons; this would have the effect of further diluting the
holdings of the Company's other stockholders. However, due to
the minimal amount of time devoted to management by any person
other than the Company's directors and executive officers, there
are no preliminary agreements or understandings with respect to
management compensation. Although it is not prohibited by
statute or its Articles of Incorporation, the Company has no
plans to borrow funds and use the proceeds to make payment to its
management, promoters or affiliates.
Further, substantial fees are often paid in connection with
the completion of these types of acquisitions, reorganizations or
mergers, ranging from a small amount to as much as $250,000.
These fees are usually divided among promoters or founders, after
deduction of legal, accounting and other related expenses, and it
is not unusual for a portion of these fees to be paid to members
of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock
owned by them. Management may actively negotiate or otherwise
consent to the purchase of all or any portion of its common stock
as a condition to, or in connection with, a proposed merger or
acquisition. It is not anticipated that any such opportunity
will be afforded to other stockholders or that such stockholders
will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. In the event that such fees
are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may
present a conflict of interest for such individuals.
None of the Company's directors, executive officers or
promoters, or their affiliates or associates, has had any
negotiations with any representatives of the owners of any
business or company regarding the possibility of an acquisition
or merger transaction with the Company. Nor are there any
present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or
merger involving the Company.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by
the Company are further increased as a result of its lack of
resources and its inability to provide a prospective business
opportunity with significant capital.
The Company has had no employees since discontinuing its
operations and does not intend to employ anyone in the future,
unless its present business operations were to change. The
Company is not paying salaries or other forms of compensation to
any officers or directors of the Company for their time and
effort. Unless otherwise agreed to by the Company, the Company
does intend to reimburse its officers and directors for out-of-
pocket expenses.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not maintain any office nor does it own any
property
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the
Company during the fourth quarter of the fiscal year ended
February 28, 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the past three years there has been no established
trading market for the company's common capital stock. To the
knowledge of management, the common stock of the Company is not
presently quoted on any medium.
None of the common shares are subject to outstanding options
or warrants. Of the outstanding common shares, 4,225,397 shares
(approximately 72.5%) are subject to Rule 144 under the
Securities Act. Of these shares, management believes that all
have met the holding period and would be available for resale
under Rule 144.
Since its inception, the Company has not paid any dividends
on its common stock and the Company does not anticipate that it
will pay dividends in the foreseeable future.
At January 14,2000, the Company had approximately 1,440
shareholders of record as reported by the Company's transfer
agent. The transfer agent for the Company is Fidelity Transfer
Company, 1800 South West Temple, Suite 301, Salt Lake City, UT
84115; telephone number (801) 484-7222.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Overview
The Company intends to take advantage of any reasonable
business proposal presented which management believes will
provide the Company and its stockholders with a viable business
opportunity. The investigation of specific business
opportunities and the negotiation, drafting, and execution of
relevant agreements, disclosure documents, and other instruments
will require substantial management time and attention and will
require the Company to incur substantial costs for payment of
accountants, attorneys, and others. If a decision is made not to
participate in or complete the acquisition of a specific business
opportunity, the costs incurred in a related investigation will
not be recoverable. Further, even if an agreement is reached for
the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular
transaction may result in the loss to the Company of all related
costs incurred. In the past the board of directors has approved a
resolution authorizing the Company to issue shares of its common
stock as consideration for monies advanced or services rendered
on behalf of the Company.
Currently, management is not able to determine the time or
resources that will be necessary to complete the participation in
or acquisition of any future business prospect.
Liquidity and Capital Resources
As of February 28, 1999 the Company had no operations and no
assets or liabilities. Through December 1999, Capital Consulting
of Utah, Inc. has advanced approximately $28,000 to pay for the
corporate financial obligations of the Company. Such funds were
used to pay the cost of auditing the Company's financial
statements and to the transfer agent. In addition, the Company
has negotiated with counsel for the Company to perform legal
services in connection with preparing the delinquent and future
SEC reports and with any proposed business acquisition, and to
defer cash payment of such fees until the consummation of any
such acquisition and to receive shares of common stock of the
Company for the balance of such fees. The Company has no
arrangement or agreement with Capital Consulting to continue to
furnish funds for the Company.
Results of Operations
Since the Company ceased operations in 1987, its only
activity has involved the investigation of potential business
opportunities.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are included in this
report:
Report of Andersen, Andersen & Strong, Certified Public
Accountants
Balance Sheets as of February 28, 1999, February 29, 1998
and February 28, 1997
Statements of Operations for years ended February 28, 1999,
1998 and 1997 and the period from March 1, 1987 to February 28,
1999
Statements of Changes in Stockholders' Equity for the period
from March 1, 1987 to February 28, 1999
Statements of Cash Flows for the years ended February 28,
1999, 1998 and 1997 and the period from March 1, 1987 to February
28, 1999
Notes to Financial Statements
Board of Directors
Penn-Akron Corporation
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Penn-Akron
Corporation (development stage company) at February 28, 1999,
February 28, 1998 and February 28, 1997 and the statements of
operations, stockholders' equity, and cash flows for the years
ended February 28, 1999, 1998 and 1997 the period March 1, 1987
(date of inception of development stage) to February 28, 1999.
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 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 balance sheet is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall
balance sheet presentation. We believe that our audit provides 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 Penn-Akron Corporation at February 28, 1999, February 28, 1998
and February 28, 1997 and the results of operations and cash
flows for the years ended February 28, 1999, 1998 and 1997 and
the period March 1, 1987 (date of inception of development stage)
to February 28, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company
does not have sufficient working capital for any of its future
planned activity which raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 5. These financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Anderson, Anderson & Strong
July 29, 1999
Salt Lake City, Utah
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
BALANCE SHEET
February 28, 1999, February 28 1998 and February 28, 1997
<CAPTION>
Feb 28, Feb 28, Feb 28,
1999 1998 1997
------- ------- -------
<S> <C> <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 - Note 3 60,253 60,253 60,253
Capital in excess of par value 881,466 876,060 876,060
Accumulated deficit - Note 1 (941,719) (936,313) (936,313)
-------- -------- --------
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 Years Ended February 28, 1999, 1998 and 1997
and the Period March 1, 1987
(Date of Inception of Development Stage) to February 28, 1999
<CAPTION>
Mar 1, 1987
Feb 28, Feb 28, Feb 28, (Note 1) to
1999 1998 1997 Feb 28, 1999
------- ------- ------- -----------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES 5,406 - - 8,781
------ ------ ------ -------
NET LOSS $(5,406) $ - $ - $(8,781)
====== ====== ====== ======
NET LOSS PER COMMON SHARE
Basic $ - $ - $ -
====== ====== ======
AVERAGE OUTSTANDING SHARES
Basic 6,025,329 6,025,329 6,025,329
========= ========= =========
</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 February 28, 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)
Note 1
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
- Note 3 200,000 2,000 (2,000) -
Net operating loss for
the year ended
February 28, 1999 - - - (5,406)
--------- ------ ------- -------
Balance
February 28, 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 Years Ended February 28, 1999, 1998 and 1997
and the Period March 1, 1987 (Date of Inception of Development
Stage) to February 28, 1999
<CAPTION>
Mar 1, 1987
Feb 28, Feb 28, Feb 28, (Note 1) to
1999 1998 1997 Feb 28, 1999
------- ------- ------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(5,406) $ - $ - $(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 - - 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
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.
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 February 28, 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.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards
No. 130. The adoption of this standard had no impact on the total
stockholder's equity on February 28, 1999.
3. COMMON STOCK
There were errors in the stockholder records during the years
1953 through 1981 in which some of the stockholders were
erroneously deleted from the stockholder list.
On April 10, 1987 the Company completed a reverse common stock
split of selected shares, by the consent of the effected
shareholders, amounting to two shares of the outstanding stock
for one share, resulting in a reduction of 3,152,877 in the
outstanding shares. The available records have been insufficient
to verify the completion of the stock split
Management has issued 200,000 shares into a reserve account to be
used in the event of any valid claims from the possible errors
outlined above. Management believes the reserve of shares of
200,000 is adequate for any possible future claim.
4. RELATED PARTY TRANSACTIONS
Subsequent to the balance sheet date related parties have
acquired 54% of the outstanding stock of the Company as shown on
February 28, 1999.
5. GOING CONCERN
The Company intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a
profit to the Company but it does not have the working capital to
be successful in this effort. Continuation of the Company as a
going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective
through additional equity funding and long term debt which will
enable the Company to continue operations for the next year.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth as of January 14, 2000, the
names, ages, and positions of each executive officer and director
and the term of office of each director of the Company:
Name Age Position Director
Since
Curtis Olsen 29 President and Director 1999
Allison Olsen 29 Secretary/Treasurer and Director 1999
Michael Olsen 31 Vice President and Director 1999
Each director of the Company serves until the next annual
meeting of shareholders and until his successor is elected and
qualified. The bylaws establish the annual meeting of
shareholders to be held on the first Monday in May of each year.
Each officer serves, at the pleasure of the board of directors,
until the first meeting of the Board of directors following the
annual meeting of shareholders and until his successor is chosen
and qualified.
Set forth below is certain biographical information regarding
each of the Company's executive officers and directors
Curtis Olsen: Mr. Olsen has been active in the mortgage
business for the past six years as a wholesale and retail
representative. Mr. Olsen currently owns his own financial
advisory company working in debt consolidation. Mr. Olsen also
works with various land developers in seeking interim and long
term financing for residential developments.
Allison Olsen: Ms. Olsen is currently a homemaker and has been
for the past three years. Prior to that Ms. Olsen was a retail
training supervisor for Smith's Food Store for eleven years.
Michael Olsen: Mr. Olsen has been active in the mortgage
business for the past five years. Since July 1997, Mr. Olsen
has been an officer and owner of a company specializing in
retail, residential and commercial loans. Prior to that he was
an independent loan officer.
Compliance with Section 16(a) of the Exchange Act
Since the Company ceased operations, the Company has had no
representations from any person, who at any time during the
subsequent fiscal years, was a director, officer, beneficial
owner of more than ten percent of any class of equity securities
of the registrant registered pursuant to Section 12 ("Reporting
Person"), that they filed on a timely basis any reports required
to be furnished pursuant to Section 16 (a).
ITEM 10. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid
to any of the executive officers of the Company during the year
ended February 28, 1999, or the two prior fiscal years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of January 14, 2000, the name
and address and the number of shares of the Company's Common
Stock beneficially owned by each person who was known by the
Company to own beneficially more than 5% of the issued and
outstanding shares of the Company's common stock, and the name
and shareholdings of each executive officer and director, and of
all officers and directors as a group.
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Curtis Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Allison Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Michael Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Executive Officers and
Directors as a Group
(3 Persons)
(1) Unless otherwise indicated, this column reflects amounts as
to which the beneficial owner has sole voting power and sole
investment power.
The Company is seeking potential business acquisitions or
opportunities. (See "Item 1. Description of Business.") It is
likely that such a transaction would result in a change of
control of the Company, by virtue of issuing a controlling number
of shares in the transaction, change of management, or otherwise.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions, or series of similar transactions,
during the last two fiscal years, or proposed transactions, or
series of similar transactions, to which the Company was or is to
be party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially more
than 5% of any class of the Company's common stock, or any member
of the immediate family of any of the foregoing persons, has an
interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Index. The following exhibits are furnished with
this report:
Exhibit No. Description
2.1 Certificate of Incorporation filed December 7, 1953 *
2.2 Certificate of Amendment filed *
2.3 Reorganization Agreement dated May 3, 1984 *
2.4 Bylaws of the Company *
2.5 Amendment to Bylaws **
3.1 Form of Common Stock Certificate *
27 Financial Data Schedule
*Incorporated by reference from the Company's original
registration statement on Form 10, filed with the Securities and
Exchange Commission on June 18, 1984, file no. 0-12597.
**Incorporated by reference from the Company's Form 8 amendment
to its registration statement on Form 10, filed with the
Securities and Exchange Commission on January 14, 1985, file no.
0-12597.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by
the registrant during the fourth quarter ended February 28,
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
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.
By /s/ Curtis Olsen Date: January 14, 2000
-----------------------------
Curtis Olsen, Director
By /s/ Allison Olsen Date: January 14, 2000
-----------------------------
Allison Olsen, Director, principal financial
officer, and principal accounting officer
By /s/ Michael Olsen Date: January 14, 2000
-----------------------------
Michael Olsen, Director
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