UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934
For the fiscal year ended SEPTEMBER 30, 1989
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934
For the transition period from to .
Commission File No. 2-94704-NY
NTC HOLDINGS, INC.
(Formerly National Thoroughbred Corporation)
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2647209
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4505 SOUTH WASATCH BOULEVARD #330, SALT LAKE CITY, UTAH 84124
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 274-8600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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. [ X ] YES [
] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
Revenue for the year ended 1989: $ 224,283.
As of April 1, 1998 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the
Registrant. This is due to the low or almost non-existing trading of the
Registrant's Securities.
As of April 1, 1998 the number of shares outstanding of the Registrant's
Common Stock was 22,590,800.
Documents incorporated by reference: Not applicable.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
NTC Holdings Inc., ("the Company")was organized in May 1983 in the
State of New York under the
name "National Thoroughbred Corporation." Subsequently, the name was changed
to "NTC Holdings, Inc."
Although originally formed to engage in purchasing, breeding and selling
Thoroughbred horses, the company's
management anticipates merging with an as yet unidentified on-going business
in the future.
The Company is currently seeking a business opportunity merge with
or acquire, but to date has not
located in any such business opportunities. There is no assurance that the
Company will be successful in finding any
business opportunity to merge with or acquire.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently operates from the office of the Company's
President and pays no rent or
expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 1998, the Company has not
been able to obtain any reliable
trading history for the period reported. During the year ended September 30,
1989 there appeared to be little or no
trading in the stock of the Company. As of April 1, 1998, the Company had
approximately 250 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board
of Directors has no present intention of declaring any dividends. For the
foreseeable future, the Company intends to
retain all earnings, if any, for use in the development
and expansion of its business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had no material revenue during the year ended September
30, 1989. The only income
was from extinguishment of debt. Total stockholders' equity was $4,477, as
compared to $(305,104) at September
30, 1988. The Company has no operating capital for future operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities
to merge with or acquire. At minimum, the Company will need to raise
additional capital through private funding
to meet the financial needs of being a reporting company. There is no
guarantee that the Company will be successful
in obtaining necessary funding to develop any business opportunities.
RESULTS OF OPERATIONS
The Company reported a net income of $222,828 for the year ended
September 30, 1989, compared
to a loss of $(96,233) for the previous year. The income for the current year
came only as a result of a gain from
extinguishment of debt of $224,283, which was arranged and executed by a plan
which essentially traded all of the
Company's assets to creditors in full settlement of the Company's obligations.
The Company anticipates very little
or no overhead from future operations until a successor business can be
acquired or merged. The only expenses
anticipated in the future is depreciation and minimum state income taxes.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its
subsidiaries have been filed as part of this
report (see Item 8 "Financial Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of September 30, 1989.
Statements of Operations for the years ended September 30, 1989 and
September 30, 1988 and from
September 30, 1988 to September 30, 1989.
Statement of Stockholders' Equity for the period from September 30,
1988 to September 30, 1989.
Statement of Cash Flows for the years ended September 30, 1988 and
September 30, 1989 and from
September 30, 1988 to September 30, 1989.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because
the required information is given in the financial statements or
notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive
officers. There are no family relationship between or among any of the
Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (1998) Since Position with the
Company
Dean Becker 44 1997 President, CEO
and Director
50 West Broadway
Suite 1130
Salt Lake City UT 84101
Paul Adams 36 1997 Vice President
1340 East Harrison Ave.
Salt Lake City UT 84105
Chris Turner 39 1997 Secretary
11712 South 2260 West
South Jordan UT 84095
Dean H. Becker, age 44 Practiced law in Sale Lake City, Utah since 1979. He
graduated from Brigham Young
University in 1976 with a Bachelors of Arts in English with University Scholar
designation. He then attended law
school at the J. Reuben Clark School of Law at Brigham Young University where
he served as associate editor on the
law review staff. He has a general law practice with emphasis on corporate
and business law, and is involved in a
number of community activities.
Paul Adams, age 36 President of Big Water Tackle for four years. Currently is
President of Tubes and Tails and has
been since last fall.
Chris Turner, age 39 Customer Service Representative for United Health Care
from 1997-1998. Management for
Master Tech from 1995-1996. Management for Summer Breeze from 1994-1995.
Customer Representative for San
Segal from 1993-1994.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the current fiscal year, no one in the Company's management
received more than $60,000 in
compensation.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
There are currently no agreements with members of management as to
employment or compensation.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
There is currently no compensation paid to non-employment directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Dean Becker 500,000 1.95%
50 West Broadway, Suite 1130
Salt Lake City UT 84101
Officers and Directors
As a Group (three) 500,000 1.95%
Robert Kroft 2,700,000 10.55%
1392 West Shelbrooke
South Jordan UT 84095
CLTC, LLC 12,750,000 49.82%
4505 South Wasatch Blvd Suite 300
Salt Lake City UT 84124
Andrew Chessman 1,664,000 6.5%
4505 South Wasatch Blvd Suite 300
Salt Lake City UT 84124
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not entered into any
transactions with management which are to be reported under this Item.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Robert Lipkint
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended September
30, 1989.
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.
NTC Holdings, Inc.
By: Dean Becker
/s/ Dean Becker
Dated: April 1, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the
following persons of behalf of the Registrant and in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Dean Becker President and Director
(Principal Executive and
Financial Officer) April 1, 1998
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheets - September 30, 1989
Statements of Operations - For the years ended September 30, 1989 and
September 30, 1988 and from September
30, 1988 to September 30, 1989.
Statement of Stockholders' Equity - For the period from September 30,
1988 to September 30, 1989.
Statement of Cash Flows - For the years ended September 30, 1989 and
September 30, 1988 and from September
30, 1988 to September 30, 1989.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
NTC Holdings, Inc.
Salt Lake City, Utah
I have audited the accompanying Balance Sheet of NTC Holdings, Inc.
(formerly National
Thoroughbred Corporation) as of September 30, 1989 and the related Statements
of Operations and
Retained Earnings (Deficit) and Cash Flows for the year then ended. My audit
was performed in
accordance with generally accepted auditing standards and, accordingly,
included such tests of the
accounting records and such auditing procedures, as I considered necessary in
the circumstances.
In my opinion, the financial statements referred to above present fairly
the financial position
of NTC Holdings, Inc. as of September 30, 1989, and the result of its
operations and cash flows for
the period then ended in conformity with generally accepted accounting
principles applied on a
consistent basis.
Henderson, NV
December 1, 1997
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
( A Development Stage Company)
Balance Sheet
ASSETS
September 30,
1989
Computer Equipment (Note 3)
(Net depreciation of $321)
6,097
TOTAL ASSETS $ 6,097
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Taxes Payable (Note 2) $
1,620
Total Current Liabilities
1,620
STOCKHOLDERS' EQUITY
Common Stock 15,000,000 shares
authorized at $.001 par value;
4,069,000 shares issued and outstanding 406,761
Capital in Excess of Par Value (126,569 )
Deficit Accumulated During Development Stage (275,715 )
Total Stockholders' Equity 4,477
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,097
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Statements of Operations
From Beginning of
Development Stage
For the Year For the Year on
September 30,
Ended Ended 1988
through
September 30, September 30,
September 30,
1989 1988
1989
REVENUE
Gain on Extinguishment of Debt $224,283 $ - $224,283
EXPENSES
Depreciation 321 - 321
Dues and Fees 1,370 -
1,370
Total Expenses 1,691 - 1,691
NET INCOME (LOSS) - Before Taxes $222,592 $- $ 222,592
Taxes (Note 1) 250 -
250
INCOME (LOSS) $ 222,342 $ - $
222,342
Loss Per Common Share (Note 1) $ .05 $
$ .05
Average Outstanding Shares 4,069,000 4,069,000
4,069,000
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity
From Beginning of Development Stage on
September 30, 1988 through September 30, 1989
Deficit
Accumulated
Capital in During
Common Common Excess of Development
Shares Stock Par Value
Stage
Balance at Beginning of Development
Stage on September 30, 1988 4,069,000 $ 406,761 $ (126,569)
$ (498,057)
Income for the year - - -
222,342
Balance, September 30, 1989 4,069,000 $ 406,761
$ (126,569) $ (275,715)
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Statements of Cash Flows
For the Period
From Beginning of
For the Year For the Year
Development Stage
Ended Ended
September 30,1988
September 30, September 30,
to September 30,
1989 1988
1989
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $222,342 $ - $222,342
Depreciation 321 - 321
Extinguishment of Debt (224,283) - (224,283)
Increase (Decrease)
in Accounts Payable (2,050) - (2,050)
Increase in Taxes Payable 1,620 -
1,620
(2,050) - (2,050)
CASH FLOWS FROM
INVESTING ACTIVITIES
Fixed Assets (6,418)
- (6,418)
(6,418) - (6,418)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock (Net) - - -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (8,468) - (8,468)
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD 8,468 -
8,468
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $
- - $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1989
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business - The Company was organized in May 1983 in
the State
of New York under the name of "National Thoroughbred Corporation."
Subsequently, the name was changed to "NTC Holdings, Inc." Although originally
formed to engage in purchasing, breeding and selling Thoroughbred
horses, the
company's management anticipates merging with an as yet unidentified on-going
business in the future.
B. Basis of Presentation - The accompanying financial statements
reflect all adjustments,
which, in the opinion of management, are necessary for a fair
presentation of the
financial position, results of operations, and cash flows for the
period presented.
NOTE 2 - CORPORATION REINSTATEMENT - TAX OBLIGATIONS
In June 1993, the Company was dissolved by order of the Secretary of
the State of
New York for non-filing/non-payment of Corporation Franchise Taxes.
On July 31,
1997, after the filing of all required tax reports and payment of
obligations arising
therefrom, the Company was reinstated. The liability for taxes
payable reflected on
the accompanying Balance Sheet include all applicable interest and penalties.
NOTE 3 - COMPUTER EQUIPMENT
Capital assets are recorded at cost and are depreciated over the
estimated useful lives
of the assets. The Company's computer equipment is being
depreciated over a ten
(10) year life using the straight line method.
NOTE 4 - EXTINGUISHMENT OF DEBT
During the period ended December 31, 1988, the Company arranged and executed
A plan by which substantially all the Company's assets were
delivered to creditors in
full settlement of the Company's obligations.
We hereby consent to the use of our audit report of NTC Holdings, Inc. dated
December 1, 1997 for
the year ended September 30, 1989 in the
Form 10KSB Annual Report for the year 1989.
s/s Robert Lipkint
Hendersen, NV
April 1, 1998
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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