UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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 SEPTEMBER 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 September 30, 1998: $ 0.
As of December 16, 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 December 16, 1998 the number of shares outstanding of the Registrant's
Common Stock was 22,590,800.
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, 1998 there appeared to be little or no
trading in the stock of the Company. As of December 16, 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 revenue during the year ended September 30, 1998.
Total stockholders' equity was $(10,413), as compared to $(9,036) at September
30, 1997. 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 loss of $(1,377) for the year ended
September 30, 1998, compared to a loss of $(4,577) for the previous year. 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, minimum state income taxes, professional fees,
and directors fees.
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, 1998.
Statements of Operations for the years ended September 30, 1998 and
September 30, 1997 and from September 30, 1988 to September 30, 1998.
Statement of Stockholders' Equity for the period from September 30,
1988 to September 30, 1998.
Statement of Cash Flows for the years ended September 30, 1998 and
September 30, 1997 and from September 30, 1988 to September 30, 1998.
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
Robert Lipkint was previously the principle accountant for NTC
Holdings, Inc. On December 14, 1998, the Board of Directors approved the
engagement of the firm of Crouch, Bierwolf & Chisholm to replace Robert Lipkint
Who declined to stand for reelection as the Certifying Accountant for the
Company.
In connection with the audit of the previous fiscal year ended
September 30, 1997, there were no disagreements with Robert Lipkint on any
matter of accounting principle or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements; if not resolved to their
satisfaction, would have caused them to make reference in connection with their
opinion to subject matter of the disagreement. Said firm has not advised the
registrant of any reportable events.
The accountant's report of Robert Lipkint on the financial
statements of NTC Holdings, Inc. as of September 30, 1997 and for the year
ended did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified as to uncertainty, audit scope, or accounting principles.
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 45 1997 President, CEO
and Director
50 West Broadway
Suite 1130
Salt Lake City UT 84101
Paul Adams 37 1997 Vice President
1340 East Harrison Ave.
Salt Lake City UT 84105
Chris Turner 40 1997 Secretary
11712 South 2260 West
south Jordan UT 84095
Dean H. Becker, age 45 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 37 President of Big Water Tackle for four years. Currently is
President of Tubes and Tails and has been since last fall.
Chris Turner, age 40 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 (one) 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
Exchange Place Partners, LLC 3,000,000 11.72%
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 enter 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 Crouch, Bierwolf & Chisholm
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, 1998.
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: December 16, 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) December 16, 1998
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - September 30, 1998.
Statements of Operations - For the years ended September 30, 1998 and
September 30, 1997 and from September30, 1988 to September 30, 1998.
Statement of Stockholders' Equity - For the period from September 30,
1988 to September 30, 1998.
Statement of Cash Flows - For the years ended September 30, 1998 and
September 30, 1997 and from September 30, 1988 to September 30, 1998.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
NTC Holdings, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of NTC Holdings, Inc.(a
development stage company) as of September 30, 1998 and the related statements
of
operations, stockholders'
equity, and cash flows for the year then ended. These financial statements
are the responsibility of
the company's management. Our responsibility is to express and opinion on
these financial
statements based on our audit. The accompanying financial statements for the
period September 30,
1988 (inception) to September 30, 1997 were audited by another auditor, whose
report, dated
December 1, 1997, expressed an unqualified opinion on those statements.
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 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 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 NTC Holdings, Inc.
at September 30, 1998, and the results of its operations and cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, UT
December 16, 1998
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
( A Development Stage Company)
Balance Sheet
ASSETS
September 30,
1998
Computer Equipment (Note 3)
(Net depreciation of $6,099) $ 319
TOTAL ASSETS $ 319
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 4,783
Taxes Payable (Note 2) 325
Interest Payable (Note 4) 497
Notes Payable (Note 4) 5,127
Total Current Liabilities 10,732
STOCKHOLDERS' EQUITY
Common Stock 26,000,001 shares
authorized at $.001 par value;
22,590,800 shares issued and outstanding 22,591
Capital in Excess of Par Value 263,551
Deficit Accumulated During Development Stage (296,555)
Total Stockholders' Equity (10,413)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 319
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,
1998 1997 1998
REVENUE
Gain on Extinguishment
of Debt $- $ - $224,283
EXPENSES
Depreciation 642 642 6,099
Dues and Fees - 3,500 12,767
Interest 410 87 497
Total Expenses 1,052 4,229 19,363
NET INCOME (LOSS)
- Before Taxes $(1,052) $(4,229) $ 204,920
Taxes (Note 1) 325 348 3,418
INCOME (LOSS) $(1,377) $(4,577) $ 201,502
Loss Per Common
Share (Note 1) $- $ -
Outstanding Shares 22,590,800 18,128,300
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, 1998
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 $4,069 $276,123 $(498,057)
Income for the year - - - 222,342
Balance, September 30, 1989 4,069,000 4,069 276,123 (275,715)
Loss for the Year - - - (1,426)
Balance, September 30, 1990 4,069,000 4,069 276,123 (277,141)
Loss for the Year - - - (1,386)
Balance, September 30, 1991 4,069,000 4,069 276,123 (278,527)
Loss for the Year - - - (1,341)
Balance, September 30, 1992 4,069,000 4,069 276,123 (279,868)
Shares issued for services rendered
At $.00 per share 12, 571,800 12,572 (12,572) -
Loss for the Year - - - (1,305)
Balance, September 30, 1993 16,640,800 16,641 263,551 (281,173)
Loss for the Year - - - (1,255)
Balance, September 30, 1994 16,640,800 16,641 263,551 (282,428)
Loss for the Year - - - (3,208)
Balance, September 30, 1995 16,640,800 16,641 263,551 (285,636)
Loss for the Year - - - (4,965)
Balance, September 30, 1996 16,640,800 16,641 263,551 (290,601)
Shares issued for conversion of
Accounts Payable 5,450,000 5,450 - -
Shares issued for services at
$.001 per share 500,000 500 - -
Loss for the Year - - - (4,577)
Balance, September 30, 1997 22,590,800 22,591 263,55 (295,178)
Loss for the Year - - - (1,377)
Balance, September 30, 1998 22,590,800 22,591 263,55 $ (296,555)
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,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (1,377) $ (4,577) $201,502
Depreciation 642 642 6,099
Extinguishment of Debt - - (224,283)
Increase (Decrease)
in Accounts Payable/
Interest Payable 758 (428) 3,230
Increase (Decrease) in
Taxes Payable (23) (6,714) 325
Expenses paid by
Stock Issuance - 500 500
- (10,577) (12,627)
CASH FLOWS FROM
INVESTING ACTIVITIES
Fixed Assets - - (6,418)
- - (6,418)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for
Debt (Note 4) - 5,450 5,450
Issuance of Note Payable for
Debt (Note 5) - 5,127 5,127
10,577 10,577
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - (8,468)
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD - - 8,468
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income Taxes (Including
Interest & Penalties $ 348 $ 6,801 $ 7,149
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1998
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
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.
Cash and Cash Equivalents The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended September 30, 1998 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial accounting
and reporting for income tax purposes. This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for future tax consequences of events that have
been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at September 30, 1998 and
earlier years; accordingly, no deferred tax liabilities have been recognized
for all years.
The Company has cumulative net operating loss carryforwards of
approximately $290,000 at September 30, 1998. No effect has been shown in
the financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards is
not presently determinable. Accordingly, the potential tax benefits of the
net operating loss carryforwards, estimated based upon current tax rates at
September 30, 1998 have been offset by valuation reserves of the same amount.
The Company has available approximately $290,000 in net operating loss
carryforwards that will begin to expire in the year 2003. The Company has
accrued $325 per year minimum state income taxes.
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.
NTC HOLDINGS, INC.
(formerly National Thoroughbred Corporation)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1998
NOTE 4 - NOTES PAYABLE
In 1997, DHM Enterprises advanced $5,127 in funds for company operations.
The board of directors approved a convertible debenture instrument for the
accounts payable to 5,000,000 shares of common stock. The debenture is due
on July 14, 1999 and has an interest rate of 8%. The conversion feature is at
the option of the bond holder.
NOTE 5 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, assets, liabilities and earnings involve extensive
reliance on management's estimates. Actual results could differ from those
estimates.
We hereby consent to the use of our audit report of NTC Holdings, Inc. dated
December 16, 1998 for the year ended September 30, 1998 in the Form 10KSB
Annual Report for the year 1998.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
December 16, 1998
