<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO Section 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal years ending May 31, 1990 through 1998
Commission File No. 0-13895
FRASER REALTY GROUP, INC.
-------------------------
(exact name of registrant as specified in its charter)
Delaware 34-1444240
- ------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
761 Parkview Drive, Aurora, Ohio 44202
--------------------------------------
(Address of Principal Office and Zip Code)
Registrant's telephone number, including area code
(330) 995-0051
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Shares of Common Stock, Without Par Value
(Title of Class)
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
-- --
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 50 days prior to the date of filing.)
$0 as of August 7, 1998.
Indicate the number of shares outstanding each of the Registrant's classes
of common stock, as of the latest practicable date. 925,540 shares of Common
Stock and 50,000 shares of convertible Serial Preferred Stock as of May 31,
1998.
<PAGE>
PART I
Item 1. BUSINESS
Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, is the successor
to Fraser Mortgage Investments (the "Trust"), an unincorporated association in
the form of a business trust organized in Ohio under a Declaration of Trust
dated May 7, 1969. The executive offices of FRG are located at 761 Parkview
Drive, Aurora, Ohio 44202 (telephone 330/995-0051). At a special meeting of the
shareholders of the Trust held on August 28, 1984, the shareholders approved a
plan of reorganization pursuant to which (1) all of the assets of the Trust were
sold to FRG, a corporation newly formed for the purpose of effecting the
reorganization; (2) FRG assumed all of the Trust's liabilities and obligations;
(3) each issued and outstanding share of the Trust was converted into one share
of FRG common stock; and (4) the Trust was terminated. The purpose of the
proposed reorganization was to convert the Trust to a business organization
taxable as an ordinary corporation, instead of a real estate investment trust,
under the Federal income tax laws. Unless the context otherwise requires, the
term FRG includes its predecessor, the Trust.
FRG invests in real estate and mortgage loans. FRG was organized as a real
estate investment trust, primarily for the purpose of making passive investments
in real estate and passing through the income realized from such investments to
its shareholders. From its inception, FRG financed its real estate investment
operations principally through the sale of common stock, and short-term debt
financing, including both bank borrowings and the issuance of commercial paper.
FRG has seen its real estate investments evolve from principally short-term
construction loans to a mix of variable and fixed-rate mortgage loans of which a
significant portion consists of mortgage positions on improved and unimproved
land held by investors for development purposes. Accordingly, FRG's investments
in mortgage loans represent long-term assets with realization dates dependent
upon the equity holders' ability to complete development projects or obtain
refinancing from other sources. At the same time, bank notes payable and
commercial paper outstanding are all short-term borrowings renewable at the
option of the noteholders. FRG relies on these short-term borrowings, the
intermittent repayment of loans and the refinancing or sale of portfolio
investments in order to meet its current obligations. During fiscal 1989, cash
provided from these sources was wholly inadequate to provide working capital to
fund operations.
Management was unable to secure additional financing or find other means of
obtaining needed cash in fiscal 1990 to permit FRG to meet past and current
obligations. Accordingly, management determined that there was no reason to
continue operating and, thus, incurring further losses. FRG has been inactive
since 1990 and has not conducted any business since that time.
Item 2. PROPERTIES
None.
<PAGE>
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant is an inactive company and there is a limited public trading
market for its common stock. Registrant is currently listed on the OTC Bulletin
Board (inactive) under the symbol FRAS.
Item 6. SELECTED FINANCIAL DATA
FRG was incorporated on July 9, 1984 and Registrant entered a state of
dormancy in 1990. There are no corporate records or minutes available to
document the activities of the corporation until May 4, 1997. On the 1st day of
March, 1987, the State of Delaware canceled FRG's corporate charter. On May
4th, 1997 Roger A. Kimmel, Jr. initiated a due diligence investigation into the
former business, affairs, market, stockholders and other relevant matters
concerning FRG and launched a movement to rehabilitate the corporation.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 0 0 0 0 0 0 0 0 0
INCOME (LOSS) FROM 0 0 0 0 0 0 0 0 0
CONTINUING OPERATIONS 0 0 0 0 0 0 0 0 0
INCOME (LOSS) FROM 0 0 0 0 0 0 0 0 0
CONTINUING OPERATIONS 0 0 0 0 0 0 0 0 0
PER SHARE 0 0 0 0 0 0 0 0 0
ASSETS 0 0 0 0 0 0 0 0 0
STOCKHOLDER'S EQUITY 0 0 0 0 0 0 0 0 0
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Fraser Realty Group, Inc. has no operations or income.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Please see following pages.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Roger A. Kimmel, Jr., President and Director
Delbert A. Supik, Treasurer and Director
Michael A. Drew, Secretary and Director
Item 11. EXECUTIVE COMPENSATION
Neither the officers nor directors receive compensation for services
rendered nor does any agreement exist for any of them to be compensated for past
services at some future date.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 31, 1998 no individual owned more than 5% of the Registrant's
common and preferred stock. However, Roger A. Kimmel, Jr. is the holder/owner
of 50,000 shares of Registrant's convertible Serial Preferred Stock with a par
value of $0.0001 per share (each preferred share entitles the holder/owner to
surrender such security and receive 230 common shares of Registrant in
exchange). Mr. Kimmel also owns 50,000 irrevocable stock purchase Warrants that
are transferable.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information set out in Item 11 is also applicable to this item. No
officer, director, nominee for director, family member of any of the foregoing,
or corporation, organization, trust or estate in which any of the foregoing has
an interest is indebted to the Registrant.
<PAGE>
FRASER REALTY GROUP, INC.
(a Delaware Corporation)
(a Development Stage Company)
Statement of Income and Retained Earnings
For the Fiscal Years Ending May 31, 1990 through 1998
<TABLE>
<CAPTION>
INCOME
<S> <C>
Sales 0
------
Total Income $ 0
------
EXPENSES
Total Expenses 0
------
Net Profit/(Loss) 0
Accumulated Deficit June 1 0
Accumulated Deficit May 31 $ 0
------
</TABLE>
Please See Accompanying Notes To Financial Statements
<PAGE>
FRASER REALTY GROUP, INC.
(a Delaware Corporation)
(a Development Stage Company)
Balance Sheet
For the Fiscal Years Ending May 31, 1990 through 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Organizational Cost $ 0
------
Total Assets 0
------
</TABLE>
LIABILITIES & STOCKHOLDERS' EQUITY
Shareholders' Equity
Preferred Stock $0.0001 par value
Authorized 100,000 shares of which 50,000 are issued and outstanding
Common Stock $0.0001 par value
Authorized 25,000,000 shares of which 925,540 are issued and outstanding
<TABLE>
<CAPTION>
<S> <C>
Paid in Capital $ 5.00
Accumulated Deficit 0
------
Total Shareholders' Equity 5.00
Total Liabilities and Shareholders' Equity $ 5.00
------
</TABLE>
Please See Accompanying Notes To Financial Statements
<PAGE>
FRASER REALTY GROUP, INC.
(a Delaware Corporation)
(a Development Stage Company)
Statement of Changes in Shareholders' Equity
For the Fiscal Years Ending May 31, 1990 through 1998
<TABLE>
<CAPTION>
Common Stock Accumulated
Deficit
<S> <C> <C>
Initial Capitalization July 9, 1984
(1,037,580) No Par Value $17,056,187 $17,056,187
Sale of convertible Serial Preferred Stock
on June 17, 1997 (50,000) 5.00 0
See note Par Value $0.0001
Net Loss for 1998 0 0
----------- -----------
Balance May 31, 1998 $17,056,192 $17,056,187
</TABLE>
Roger A. Kimmel, Jr. received 50,000 shares of Registrant's convertible Serial
Preferred Stock and 50,000 irrevocable stock purchase Warrants pursuant to
Resolutions adopted by its Board of Directors.
Please See Accompanying Notes To Financial Statements
<PAGE>
FRASER REALTY GROUP, INC.
(a Delaware Corporation)
(a Development Stage Company)
For the Fiscal Years Ending May 31, 1990 through 1998
<TABLE>
<CAPTION>
<S> <C>
Cash Flows From Operating Activities:
Net Income/loss $ 0
-----------
Net Increase (Decrease) in Cash $ 0
-----------
</TABLE>
Please See Accompanying Notes To Financial Statements
<PAGE>
FRASER REALTY GROUP, INC.
(a Delaware Corporation)
(a Development Stage Corporation)
Notes to the Financial Statements
May 31, 1998
Note 1. INCORPORATION AND HISTORY
The company was incorporated on July 9, 1984 in the State of Delaware. The
corporation entered a state of dormancy in 1990 and there are no corporate
records or minutes available to document the activities of the corporation until
May 4, 1997. On that date, Mr. Roger A. Kimmel, Jr. initiated a due diligence
investigation into the former business, affairs, market, stockholders and other
relevant matters concerning the corporation and launched a movement to
rehabilitate the corporation.
Note 2. RELATED PARTY TRANSACTIONS
Roger A. Kimmel, Jr. is the holder/owner of 50,000 shares of Registrant's
convertible Serial Preferred Stock with a par value of $0.0001 per share. The
conversion feature entitles the holder/owner to receive 230 shares of
Registrant's common stock for each preferred share surrendered in exchange. Mr.
Kimmel also owns 50,000 irrevocable stock purchase Warrants, each Warrant is
transferable and entitles the record owner to purchase 1 share of the
Registrant's convertible Serial Preferred Stock for $0.0001 (par value). The
Warrants expire June 1, 1999.
Note 3. FILING FEES
Roger A. Kimmel, Jr. has agreed to pay any and all filing fees that may be
required by the State of Delaware, the Securities And Exchange Commission, and
others.
Note 4. WARRANTS
The 50,000 irrevocable stock purchase Warrants authorized and issued by the
Registrant to Roger A. Kimmel, Jr. entitle the holder to purchase one additional
share of convertible Serial Preferred stock, par value $0.0001, at the exercise
price of $0.0001 per Warrant exercised. The Warrants carry no voting rights and
do not represent ownership in the corporation. The Warrants are transferable
on the books of the Registrant and expire June 1, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FRASER REALTY GROUP, INC.
(Registrant)
By /s/ Roger A. Kimmel, Jr.
---------------------------
Roger A. Kimmel, Jr., President,
Principal Executive Officer
Date: August 7, 1998
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.
/s/ Roger A. Kimmel, Jr. President Dated: August 7, 1998
- ----------------------------- (Principal Executive
Roger A. Kimmel, Jr. Officer)
/s/ Delbert A. Supik Director Dated: August 7, 1998
- -----------------------------
Delbert A. Supik
/s/ Michael A. Drew Director Dated: August 7, 1998
- -----------------------------
Michael A. Drew
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> MAY-31-1998
<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> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5
<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>
