U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT
For the Fiscal Year Ended December 31, 1998
Commission File No. 2-97360-A
Trition Acquisition Corporation
Formerly Triton Asset Management, Inc.
(Name of Small Business Issuer in its Charter)
<TABLE>
<S> <C> <C>
Nevada 211 West Wall, Midland, Texas 79701 59-2091510
(State or Other Jurisdiction (Address of Principal Executive Office, (I.R.S. Employer
of incorporation or organization) including Zip Code) Identification No.)
</TABLE>
(915) 682-1761
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
None
Securities Registered Under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has 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.
Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management'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. [ X ]
State issuer's revenues for its most recent fiscal year: $-0-.
State the aggregate market value of the voting stock held by non-affiliates
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: $-0-..
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: as of December 31, 1998 7,950,000
shares were outstanding.
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
PART I
Item 1. Description of Business.
- ---------------------------------
General
Vyquest International Capital, Inc. (the Company's former name) filed a
registration under The Securities Act of 1933 on FORM S-18 (registration No.
2-98138-A) with the Securities and Exchange Commission with respect to a public
offering of its securities. The offering was completed on January 17, 1986 and
raised an aggregate of $150,000 ($137,113.50 net) from the sale of 1,500,000
units, consisting of one share of common stock and warrants, priced at $.10 per
unit.
The Company was formed for the purpose of seeking and acquiring an interest in a
private business.
On February 9, 1987 there was a 1:20 reverse split of the outstanding common
stock, however, the authorized number of shares (100,000,000) and the par value
($.02) were not changed. On February 17, 1987 the Company changed its name to
Triton Asset Management Inc. On March 22, 1991 there was a change of control and
the new management changed the corporate name on May 7, 1991 to Bio-Chem
Technology, Inc.
The corporate charter was revoked on August 13, 1993 by the State of Florida for
failure to file required documents and pay associated fees.
On September 19, 1997 the charter was reinstated by the State of Florida and on
September 24, 1997 the name was changed back to Triton Asset Management, Inc.
On August 17, 1997 a stock purchase agreement was completed between the then
majority stockholder and Little and Company Investment Securities with a change
in control being consummated on December 17, 1997.
Effective December 28, 1998 the Company changed its state of incorporation from
Florida to Nevada, pursuant to a change-of-state-of-incorporation merger. In the
merger transaction, the Company's name changed from "Triton Asset Management,
Inc." to "Triton Acquisition Corporation".
It is the intention of the new management to arrange to bring its SEC reporting
to date in order that the Company might be potentially attractive to a private
business that might be interested in becoming a publicly-held company, without
the expense and time delay involved in distributing its securities to the
public.
Proposed Business
The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, the Company's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to fund the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
The Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
Item 2. Description of Property.
- ---------------------------------
The Company has no properties.
Item 3. Legal Proceedings.
- ---------------------------
The Company is not a party to any material pending nor is it aware of any
threatened legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
The annual meeting of shareholders of the Company was held June 10, 1998. At the
annual meeting, the shareholders elected the current board of directors of the
Company, ratified the appointment of the Company's current independent auditor
and approved a change-of-state-of-incorporation merger, whereby the Company
changed its state of incorporation from Florida to Nevada.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------
Market Information
The stock trades over-the-counter on the OTC Bulletin Board. There have been no
trades reported within the last year.
As of December 31, 1998, there were 625 holders on record of the Company's
common stock holding a total of 7,950,000 shares.
Dividend Policy
The Company has never paid any dividends on its common stock and does not have
any current plan to pay any dividends in the foreseeable future.
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
Item 6. Management's Discussion and Analysis of Financial
Condition and Plan of Operation.
-------------------------------------------------
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no assets. The
Company will remain illiquid until such time as a business combination
transaction occurs, if ever. No prediction of the future financial condition of
the Company can be made.
Plan of Business
General. The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company anticipates
that it will have, aside from carrying on its search for a combination partner,
no business activities, and, thus, will have no source of revenue. Should the
Company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards. In its pursuit for a combination partner, the
Company's management intends to consider only combination candidates which are
profitable or, in management's view, have growth potential. The Company's
management does not intend to pursue any combination proposal beyond the
preliminary negotiation stage with any combination candidate which does not
furnish the Company with audited financial statements for at least its most
recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business, the Company may
also obtain reports from independent organizations of recognized standing
covering the technology being developed and/or used by the candidate. The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent the Company is unable
------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998
<PAGE>
to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge
of the Company's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
Item 7. Financial Statements.
- ------------------------------
The required financial statements are included in this document starting at page
F-1.
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures.
---------------------------------------------
None
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
-------------------------------------------------------------
The following table sets forth the officers and directors of the Company
Name Positions Age
- ---- --------- ---
Glenn A. Little President 45
Matthew Blair Secretary and Director 42
Set forth below is a description of the backgrounds of each of the officers and
directors of the Company.
Glenn A. Little, is a graduate of The University of Florida, Gainesville
(Bachelor of Science in Business Administration) and the American Graduate
School of International Management (Master International Management) and has
been the principal of Little and Company Investment Securities (LITCO), a
Securities Broker/Dealer with offices in Midland, Texas since 1979. Mr. Little
currently serves as an officer and director of other inactive public
corporations having the same business purpose as the Company.
Before founding LITCO Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First National Bank of
Commerce in New Orleans, Louisiana.
Matthew Blair was formerly a solo practitioner of law in Midland, Texas and is
presently a Title IV-D Master in Midland County Texas. Before opening his
practice he served in the Legal Department of the Federal Deposit Insurance
Corporation (FDIC), Midland, Texas where he gained exposure to corporate
structures and debt workouts. His employment before the FDIC appointment was
with Texas American Energy and Exxon Corporation. Mr. Blair received a Bachelor
of Arts in Government from The University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University School of Law (1979). He is licensed in every
state court in Texas, United States District Court (Texas) and in The United
States Supreme Court.
Item 10. Executive Compensation.
The Company's management is not currently compensated for services provided to
the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- -------------------------------------------------------------------------
The following table set forth the names and addresses of each of the persons
known by the Company to own beneficially 10% or more of the common stock of the
Company, as well as the common stock ownership of each of the officers and
directors of the Company.
Name and Address Number of Shares Owned Percentage of
Ownership (1)
Glenn A. Little 7,699,998 96.85%
Matthew Blair 0 0
1. Based on 7,950,000
Item 12. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
The Company's President, Glenn A. Little, has agreed to provide funds to the
Company sufficient to cover Company expenses relating to its SEC periodic
reporting and other minor corporate expenses.
Item 13. Exhibits and Reports on Form 8-K.
- -------------------------------------------
Exhibits
2.1 Agreement of Merger and Plan of Reorganization between Triton Asset
Management, Inc., a Florida corporation and Triton Acquisition
Corporation, a Nevada corporation
3.1 Articles of Incorporations of Triton Acquisition Corporation, as filed
with the Secretary of State of Nevada
3.2 Bylaws of Triton Acquisition Corporation
3.3 Articles of Merger of Foreign and Domestic Corporations, as filed with
the Secretary of State of Nevada
3.4 Articles of merger of Foreign and Domestic Corporations as filed with
the Secretary of State of Florida
Reports on Form 8-K
Subsequent to December 31, 1999, on February 9, 1999, the Company filed a
Current Report on Form 8-K wherein the Company reported its change of state of
incorporation from Florida to Nevada, and attendant change in corporate name,
from "Triton Asset Management" to "Triton Acquisition Corporation".
<PAGE>
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.
Dated: February 8, 1999
Triton Asset Management, Inc.
By: /s/ Glenn A. Little
---------------
Glenn A. Little
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.
/s/ Glenn A. Little February 8, 1999
----------------
Glenn A. Little
President, (Chief Executive Officer and
Principal Financial Officer) and Director
/s/ Matthew Blair February 8, 1999
-------------
Matthew Blair
Secretary and Director
<PAGE>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
CONTENTS
Page
Report of Independent Certified Public Accountants F-2
Financial Statements
Balance Sheets as of December 31, 1998 and 1997 F-3
Statements of Operations
for the years ended December 31, 1998 and 1997 F-4
Statement of Changes in Shareholders' Equity
for the years ended December 31, 1998 and 1997 F-5
Statements of Cash Flows
for the years ended December 31, 1998 and 1997 F-6
Notes to Financial Statements F-7
F-1
<PAGE>
S. W. HATFIELD, CPA
certified public accountant
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Triton Acquisition Corporation
(formerly Triton Asset Management, Inc.)
We have audited the accompanying balance sheets of Triton Acquisition
Corporation (formerly Triton Asset Management, Inc.) (a Nevada corporation) as
of December 31, 1998 and 1997 and the related statements of operations, changes
in shareholders' equity and cash flows for each of the years then ended. 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Triton Acquisition Corporation
(formerly Triton Asset Management, Inc.) as of December 31, 1998 and 1997, and
the results of its operations and its cash flows for each of the years then
ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company is in the development stage and is dependent
upon significant shareholders to provide sufficient working capital to maintain
the integrity of the corporate entity. These circumstances create substantial
doubt about the Company's ability to continue as a going concern and are
discussed in Note A. The financial statements do not contain any adjustments
that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
January 26, 1999
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
<PAGE>
<TABLE>
<CAPTION>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
BALANCE SHEETS
December 31, 1998 and 1997
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Current assets $ -- $ --
--------- ---------
Other assets
Organization costs, net of accumulated
amortization of $6,137, respectively -- --
--------- ---------
Total Assets $ -- $ --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable - trade $ 4,451 $ 3,820
Advances from stockholders 1,000 1,000
--------- ---------
Total Liabilities 5,451 3,820
--------- ---------
Shareholders' Equity Common stock - $0.02 par value
100,000,000 shares authorized
7,950,000 shares issued and outstanding 159,000 159,000
Additional paid-in capital 277,114 277,144
Accumulated deficit (441,565) (439,934)
--------- ---------
Total Shareholder's Equity (5,451) (3,820)
--------- ---------
Total Liabilities and Shareholders' Equity $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
STATEMENTS OF OPERATIONS
Years ended December 31, 1998 and 1997
1998 1997
---------- ----------
Revenues $ -- $ --
---------- -----------
Expenses
General and administrative expenses 1,631 970
---------- -----------
Net Loss $ (1,631) $ (970)
========== ===========
Net loss per weighted-average share
of common stock outstanding, basic and diluted nil nil
========== ===========
Weighted-average number of shares
of common stock outstanding 7,950,000 7,950,000
========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1998 and 1997
Additional
Common Stock paid-in Accumulated
Shares Amount capital deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1997 7,950,000 $ 159,000 $ 277,114 $(438,964) $ (2,850)
Net loss for the year -- -- -- (970) (970)
--------- --------- --------- --------- ---------
Balances at December 31, 1997 7,950,000 159,000 277,114 (439,934) (3,820)
Net loss for the year -- -- -- (1,631) (1,631)
--------- --------- --------- --------- ---------
Balances at December 31, 1998 7,950,000 $ 159,000 $ 277,114 $(441,565) $ (5,451)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
STATEMENTS OF CASH FLOWS
Years ended December 31, 1998 and 1997
1998 1997
------- -------
Cash Flows from Operating Activities
Net loss for the period $(1,631) $ (970)
Adjustments to reconcile net loss
to net cash provided by operating activities
Increase in accounts payable - trade 631 970
------- -------
Net cash used in operating activities (1,000) --
------- -------
Cash Flows from Investing Activities -- --
------- -------
Cash Flows from Financing Activities
Advances from controlling shareholder 1,000 --
------- -------
Net cash provided by financing activities 1,000 --
------- -------
Increase (Decrease) in Cash -- --
Cash at beginning of period -- --
------- -------
Cash at end of period $ -- $ --
======= =======
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the year $ -- $ --
======= =======
Income taxes paid for the year $ -- $ --
======= =======
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
NOTES TO FINANCIAL STATEMENTS
Note A - Organization and Description of Business
Triton Acquisition Corporation (formerly Triton Asset Management, Inc.)
(Company) was originally incorporated on March 4, 1985 under the laws of the
State of Florida as Vyquest International Capital, Inc. The Company was formed
for the purpose of seeking, investigating, and if warranted, acquiring an
interest in or merging with a suitable on-going business entity.
In 1989, the Company changed its corporate name to Triton Asset Management, Inc.
In 1991, concurrent with a pending transaction, the Company changed its
corporate name to Bio-Chem Technology, Inc. This pending transaction did not
consummate and, in 1993, the Company failed to file the required reports and pay
the requisite fees to the State of Florida and its corporate charter was
revoked. In September 1997, the Company reinstated its corporate charter and
changed its corporate name back to Triton Asset Management, Inc.
On December 28, 1998, the Company changed its State of Incorporation from
Florida to Nevada by means of a merger with and into Triton Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation. The Articles of Incorporation and Bylaws of the Nevada
corporation are the Articles of Incorporation and Bylaws of the surviving
corporation. Such Articles of Incorporation did not change the capital structure
of the Company and the corporate name was effectively changed to Triton
Acquisition Corporation.
Effective January 17, 1986, the Company completed the registration and sale of
1,500,000 units consisting of common stock and warrants at $0.10 per share on
Form S-18 as filed with the US Securities and Exchange Commission. This offering
generated approximately $137,114 in initial net proceeds to the Company and an
additional approximate $149,000 in 1987 upon the exercise of the outstanding
warrants.
From inception, the Company has been engaged solely in seeking a suitable merger
or acquisition candidate. Accordingly, the Company is fully dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
F-7
<PAGE>
TRITON ACQUISITION CORPORATION
(formerly Triton Asset Management, Inc.)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Note B - Summary of Significant Accounting Policies
2. Organization costs
Organization costs were amortized over a five year period using the
straight-line method.
3. Loss per share
Loss per share of common stock is computed using the weighted-average
number of shares outstanding during each respective period presented. As of
December 31, 1998 and 1997, respectively, the Company has no outstanding
stock warrants, options or convertible securities which could be considered
as dilutive for purposes of the loss per share calculation.
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 768152
<NAME> Triton Acquisition Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5451
<BONDS> 0
0
0
<COMMON> 159,000
<OTHER-SE> (164,451)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1631
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1631)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1631)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1631)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
