U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1998
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 2-97869-D
-----------
NATIONAL AIR CORPORATION
-------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0565948
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East #110 Salt Lake City, UT 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
NOT APPLICABLE
----------------------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Name of Each Exchange on Which Registered: NASD.
Securities Registered under Section 12(g) of the Exchange Act:
$0.001 par value common stock
Title of Class
<PAGE>
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 Company 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 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 Company'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:
March 31, 1998- $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.
March 5, 1999 - $272.10. There are approximately 272,505 shares of
common voting stock of the Company held by non-affiliates. Because there has
been no "public market" for the Company's common stock during the past five
years, the Company has arbitrarily valued these shares at par value of $0.001
per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of outstanding shares of each of the Issuer's classes
of common equity, as of the latest practicable date:
March 5, 1999
common - 737,505
Class A preferred - 0
Class B preferred - 0
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in
Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Organization and Charter Amendments.
-----------------------------------
National Air Corporation (the "Company") was incorporated under the laws
of the State of Nevada on January 9, 1985. It had an initial authorized capital
of $20,000 divided into 20,000,000 shares $.001 par value common stock.
On September 26, 1985, the Company amended its Articles of Incorporation
to add 1,000,000 shares of Class A Preferred Stock and Class B Preferred Stock
of $0.25 and $0.10 par value per share, respectively.
On July 14, 1996, the Board of Directors of the Company unanimously
resolved to opt out of the provisions of Sections 78.378 to 78.3793, Nevada
Revised Statutes, which relates to "control share acquisitions".
On July 14, 1996, the Board of Directors of the Company resolved to
reverse split the Company's common stock on a basis of one for twenty (1 for
20), effective July 31, 1996. Retaining the authorized capital and par value,
with appropriate adjustments being made in the additional paid in capital and
stated capital accounts of the Company. Fractional shares were rounded to the
nearest whole share. All Computations herein take into account these reverse
splits.
Public Offering.
---------------
Commencing in February 1985, and pursuant to an exemption provided by
Rule 504 of Regulation D of the Securities Act of 1933, as amended (the "1933
Act"), and the securities laws of the State of Nevada, the Company publicly
offered and sold Units consisting of common stock and common stock purchase
warrants entitling the holder to purchase additional common stock. The Offering
Circular is attached herein by this reference. See the Exhibit Index, Part III.
Material Changes of Control Since Inception and Related Business History
------------------------------------------------------------------------
Effective on April 19, 1995, Jeffrey D. Jenson was the sole Officer and
Director of the Company. Nick and Kirsten Lovato were appointed to the Board of
Directors on May 4, 1966.
Following the reverse split of the Company's outstanding common stock in
1996, the current Board of Directors and Majority Shareholder, as a group,
control 62% of the outstanding voting securities of the Company. See the caption
"Sale of Unregistered and Restricted Securities" during the Past Three Years
below.
Sales of "Unregistered" & "Restricted" Securities Over The Past Three Years.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Address Date Number of Shares Consideration
- ---------------- ------- --------------- -------------
<S> <C> <C> <C>
Jenson Services(1)(2) 10/26/96 400,000 $2,557.25
5525 S. 900 E. #110
Salt Lake City, UT
</TABLE>
(1) See Part II, Item 10 and Item 11, for information regarding
executive compensation and stock ownership.
(2) On October 26, 1996, the Board of Directors issued Jenson Services,
Inc. 400,000 shares for $2,557.25 of expenses paid on behalf of the Company.
<PAGE>
History of Operations.
----------------------
The Company ceased business operations in 1992 after failing to be
successful in the air transportation services. For more information see the
Company's registration statement on Form 10- SB, incorporated herein by this
reference. See the Exhibit Index, Part III.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
material business operations since 1992. To the extent that the Company intends
to continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no material
business operations, management anticipates that any such acquisition would
require it to issue shares of its common or preferred stock as the sole
consideration for the acquisition. This may result in substantial dilution of
the shares of current stockholders. The Company's Board of Directors shall make
the final determination whether to complete any such acquisition; the approval
of stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The Company
makes no assurance that any future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include, but
will not be limited to, the fields of high technology, manufacturing, natural
resources, service, research and development, communications, transportation,
insurance, brokerage, finance and all medically related fields, among others.
The Company recognizes that the number of suitable potential business ventures
that may be available to it may be extremely limited, and may be restricted to
entities who desire to avoid what these entities may deem to be the adverse
factors related to an initial public offering ("IPO"). The most prevalent of
these factors include substantial time requirements, legal and accounting costs,
the inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial statements
for such an undertaking, limitations on the amount of dilution to public
investors in comparison to the stockholders of any such entities, along with
other conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of their
prospects, would require the Company to issue a substantial number of shares of
its common stock to complete any such acquisition, reorganization or merger,
usually amounting to between 80 and 95 percent of the outstanding shares of the
Company following the completion of any such transaction; accordingly,
investments in any such private entity, if available, would be much more
favorable than any investment in the Company.
Although the Company has not entered into any agreements with any other
entity with respect to any potential merger or acquisition transaction,
management has reviewed the business plan for Axicom Communications Group, Inc.,
a U.S.-based international telecommunications company. However, management does
not believe that any transaction with Axicom to be any more likely than with
another company.
<PAGE>
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
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 mode, 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.
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 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 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.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
<PAGE>
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. 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.
Year 2000.
- ----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- -------------------------------------------------------.
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
<PAGE>
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- -----------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
- ---------
Because the Company currently produces no products or services, it is
not presently subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
- ---------
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
<PAGE>
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Other than cash and certain prepaid assets, the Company has virtually no
assets, property or business; its principal executive office address and
telephone number are the business office address and telephone number of its
President, and are currently provided at no cost. Because the Company has had no
business, its activities will be limited to keeping itself in good standing in
the State of Nevada, seeking out acquisitions, reorganizations or mergers and
preparing and filing the appropriate reports with the Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the calendar year covered by this Report or during
the ten previous calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
Although the Company's common stock is listed on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD"), under the
symbol "NTLA"; however, management does not expect any public market to develop
unless and until the Company completes an acquisition, reorganization or merger.
In any event, no assurance can be given that any market for the Company's common
stock will develop or be maintained.
Holders
- -------
The number of record holders of the Company's common stock as of the
date of this Report is approximately 80.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two calendar years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be the Company expects to pay from its cash
resources. As of March 15, 1999, it had no cash or cash equivalents. If
additional funds are required during this period, such funds may be advanced by
management or stockholders as loans to the Company. Because the Company has not
identified any such venture as of the date of this Report, it is impossible to
predict the amount of any such loan. However, any such loan should not exceed
$25,000 and will be on terms no less favorable to the Company than would be
available from a commercial lender in an arm's length transaction. As of the
date of this Report, the Company is not engaged in any negotiations with any
person regarding any such venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Nevada, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations or since 1992.
At December 31, 1998, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the fiscal year ended December 31, 1998, the Company had a net
loss of ($2,158), due to general and administrative expenses. This compares to a
net loss of ($3,487), also attributable to general and administrative expenses
during the fiscal year ended December 31, 1997. The Company has received no
revenues in either of its two most recent calendar years. See the Index to
Financial Statements, Item 7 of this Report.
Liquidity.
- ---------
During the fiscal years ended December 31, 1998, and 1997, a shareholder
and consultant paid general and administrative expenses on behalf of the Company
totaling $2,158 and $3,487, respectively. The unsecured loan bears no interest
and is due on demand.
The Company has no assets and total liabilities of $7,764 for the year
ended December 31, 1998.
<PAGE>
Item 7. Financial Statements.
---------------------
Financial Statements for the year ended
December 31, 1998
Independent Auditors' Report
Balance Sheet - December 31, 1998
Statements of Operations for the years ended
December 31, 1998 and 1997
Statements of Stockholders' Deficit for the
years ended December 31, 1998 and 1997
Statements of Cash Flows for the years ended
December 31, 1998 and 1997
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two calendar years or as of the date of this Report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Not Applicable.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ---------- -------------
<TABLE>
<S> <C> <C> <C>
Jeffrey D. Jenson President 4/95 *
Director
Nick Lovato Vice President 5/96 *
Director
Kirsten Lovato Secretary/ 5/96 *
Treasurer
Director
</TABLE>
* These persons presently serve in the capacities indicated.
<PAGE>
Business Experience.
- -------------------
<COPY RESUMES.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
No reports required to be filed during the preceding two calendar years
which were required to be filed by directors of executive officers of the
Company have not been timely filed.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compenstion($) Awards ($) ($) ($) Comp-
ensation
Jeff D.
Jenson, 12/31/98 0 0 0 0 0 0 0
President 12/31/97 0 0 0 0 0 0 0
Director 12/31/96 0 0 0 0 0 0 0
Nick Lovato
Vice President 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
12/31/96 0 0 0 0 0 0 0
Kirsten
Lovato 12/31/98 0 0 0 0 0 0 0
Secretary, 12/31/97 0 0 0 0 0 0 0
Treasurer 12/31/96 0 0 0 0 0 0 0
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1998, 1997, or 1996, or the period ending on the date
of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year for
any service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any
<PAGE>
change in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 737,505 shares of
common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- -------------- --------
<S> <C> <C>
Jenson Services 442,500* 59.9%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Jeff D. Jenson 12,500 1.8%
5525 S. 900 E. Suite 110
Salt Lake City, UT 84117
------ ----
455,000 61.7%
</TABLE>
*Jeff D. Jenson may be deemed a beneficial owner of these shares due to his
current position as Vice-President and Director of Jenson Services, Inc.
(Distribution of ownership: Jeff D. Jenson and Duane S. Jenson, 50% each).
Security Ownership of Management.
- --------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- -----
<S> <C> <C>
Jenson Services 442,500* 59.9%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Jeff D. Jenson 12,500 1.6%
5525 S. 900 E. Suite 110
Salt Lake City, UT 84117
Nick Lovato 0 0
8667 S. Snow Mtn. Dr.
Sandy, UT 84093
Kirsten Lovato 0 0
8667 S. Snow Mtn. Dr.
Sandy, UT 84093
--------- ------
All directors and executive
officers as a group 455,000 61.7%
(3 persons)
</TABLE>
*Jeff D. Jenson may be deemed a beneficial owner of these shares due to his
current position as Vice-President and Director of Jenson Services, Inc.
(Distribution of ownership: Jeff D. Jenson and Duane S. Jenson, 50% each).
<PAGE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactionss between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of "Unregistered" and "Restricted" Securities"of Item I.
Item 13. Exhibits and Reports on Form 8-K.
- ---------------------------------
Reports on Form 8-K
- -------------------
None: Not Applicable.
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------- ------------
<S> <C>
27 Financial Data Schedule
Documents Incorporated by Reference
- ----------------------------------------------------
*Registration Statement on Form 10, as amended, dated 2-12-98
</TABLE>
*These documents are incorporated herein by this reference and have been
previously filed with the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NATIONAL AIR CORPORATION, INC.
Date: ________________________
Jeffrey D. Jenson
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
NATIONAL AIR CORPORATION, INC.
Date: 3/26/99 /S/ JEFFREY D. JENSON
Jeffrey D. Jenson
President and Director
Date: 3/26/99 /S/ NICK LOVATO
Nick Lovato
Vice President and Director
Date: 3/26/99 /S/ KIRSTEN LOVATO
Kirsten Lovato
Secretary/Treasurer and Director
<PAGE>
NATIONAL AIR CORPORATION
FINANCIAL STATEMENTS
December 31, 1998
[WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>
NATIONAL AIR CORPORATION
TABLE OF CONTENTS
Page
Independent Auditors' Report. . . . . . . . . . . . . 1
Balance Sheet - December 31, 1998 . . . . . . . . . . 2
Statements of Operations for the
years ended December 31, 1998 and
December 31, 1997 . . . . . . . . . . . . . . . . . . 3
Statements of Stockholders' Deficit for
the years ended December 31, 1998 and
December 31, 1997 . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the
years ended December 31, 1998 and
December 31, 1997 . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6-8
<PAGE>
Independent Auditors' Report
The Board of Directors and Shareholders
National Air Corporation:
We have audited the accompanying balance sheet of National Air Corporation as of
December 31, 1998, and the related statements of operations, stockholders'
deficit, and cash flows for the years ended December 31, 1998 and December 31,
1997. 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 audit.
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 National Air Corporation as of
December 31, 1998, and the results of their operations and their cash flows for
the years ended December 31, 1998 and December 31, 1997 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that National
Air Corporation will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from operations, has no
assets, and has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
January 29, 1999
<PAGE>
<TABLE>
<CAPTION>
NATIONAL AIR CORPORATION
Balance Sheet
December 31, 1998
ASSETS
<S> <C>
Assets ........................................................... $ -0-
Total Assets ............................... $ -0-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current liabilities:
Payable to Stockholders .................................. $ 7,764
---
Total Liabilities ................................. 7,764
Stockholders' Deficit: - Note 4
Preferred stock -- Note 6
Class A, $.25 par value; authorized
1,000,000 shares; 0 issued
Class B, $.10 par value; authorized
1,000,000 shares; 0 issued
Common stock, $.001 par value;
authorized 20,000,000 shares; issued
and outstanding 737,505 shares .......................... 738
Additional paid in capital ............................... 57,469
Accumulated deficit ...................................... (65,971)
--------
Total Stockholders' Deficit ....................... (7,764)
Total Liabilities and
Stockholders Deficit ..................... $ -0-
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
NATIONAL AIR CORPORATION
Statements of Operations
For the Years Ended December 31, 1998 and December 31, 1997
1998 1997
---- ----
<S> <C> <C>
Revenue:
Revenues from operations $ -0- $ -0-
--------- ----------
Total Revenue -0- -0-
General and Administrative Expenses 2,158 3,387
--------- ----------
Net Income Before Taxes (2,158) (3,387)
Income/franchise taxes -0- 100
Net income $ (2,158) $ (3,487)
========== ==========
Loss per share $ (.01) $ (.01)
========== ==========
Weighted Average Shares Outstanding 737,505 737,505
=========== ==========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
NATIONAL AIR CORPORATION
Statements of Stockholders' Deficit
For the Years Ended December 31, 1998 and December 31, 1997
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995 ........ 6,750,000 $ 6,750 $48,900 $(55,650) $ -0-
Reverse split (20 for 1 share)
July 31, 1996 .................... (6,412,495) (6,412) 6,412 -0-
Issued 400,000 shares of common
stock to stockholder for expenses,
October 28, 1996 ................. 400,000 400 2,157 2,557
Net loss for the year ended
December 31, 1996 ................ (4,676) (4,676)
------- ------- -------- ------- -------
Balance, December 31, 1996 ........ 737,505 738 57,469 (60,326) (2,119)
Net loss for the year ended
December 31, 1997 ................ (3,487) (3,487)
------- ------- -------- ------- -------
Balance, December 31, 1997 ........ 737,505 738 57,469 (63,813) (5,606)
Net loss for the year ended
December 31, 1998 ................ (2,158) (2,158)
------- ------- -------- ------- -------
Balance, December 31, 1998 ........ 737,505 $ 738 $57,469 $(65,971) $(7,764)
======= ======= ======== ======= =======
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
NATIONAL AIR CORPORATION
Statements of Cash Flows
For the Years Ended December 31, 1998 and December 31, 1997
1998 1997
---- ----
<S> <C> <C>
Cash Flows Provide by/(Used for)
Operating Activities:
Net Loss ....................................... $ (2,158) $ (3,487)
Adjustments to reconcile net income
to net cash used for operating
activities:
Decrease in accrued liabilities ........ (275) 275
Expenses paid on behalf
of company by a
stockholder .......................... 2,433 3,212
---------- --------
Net Cash Used for Operating
Activities .................................... -0- -0-
Net Increase in cash ........................... -0- -0-
Beginning Cash ................................. -0- -0-
Ending Cash .................................... $ -0- $ -0-
========== ========
Supplemental Disclosure of Cash Flow Information
Cash paid during the periods for:
Interest ...................................... $ -0- $ -0-
========== ========
Taxes ......................................... $ -0- $ -0-
========== ========
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
NATIONAL AIR CORPORATION
Notes to Financial Statements
December 31, 1998
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
National Air Corporation [Company] incorporated under the laws of
the State of Nevada on January 9, 1985. The Company was dormant
for several years but was revived March 1, 1997
The Company was originally organized to engage in any lawful
activity. The Company entered the business of providing air
transportation services on a lease and/or charter basis, but was
unsuccessful in the endeavor.
(b) Income Taxes
Effective April 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the
Statement], "Accounting for Income Taxes." The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of December 31,
1998 is $0 due to the valuation allowance established as
described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company has
$0 cash at December 31, 1998.
6
<PAGE>
Note 1 Organization and Summary of Significant Accounting Policies
[continued]
(e) Use of Estimates in 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 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 2 Liquidity
The Company has accumulated losses through December 31, 1998
amounting to $65,971, has no assets, has negative working capital
at December 31, 1998, and does not anticipate generating
sufficient cash flows from operations to meet the Company's cash
requirements. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
Management plans include finding a well-capitalized merger
candidate to recommence operations. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of April 1, 1993. Prior
years' financial statements have not been restated to apply the
provisions of Statement No. 109. No provision has been made in
the financial statements for income taxes because the Company has
accumulated substantial losses from operations.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at December 31,
1998 have no impact on the financial position of the Company. A
valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
7
<PAGE>
Note 3 Income Taxes [continued]
Because of the lack of taxable earnings history, the Company has
established a valuation allowance for all future deductible
temporary differences.
Note 4 Common of Stock
On July 14, 1996, the Board of Directors resolved to effect a 20
for one reverse split of the 6,750,000, then outstanding,
securities of the Company, while retaining the authorized capital
and par value, and making appropriate adjustments in the stated
capital and additional paid-in-capital accounts. Fractional
shares were to be rounded to the nearest whole share. The
effective date of the reverse split was the close of business,
July 31, 1996.
On October 26, 1996 the Company issued 400,000 post reverse-split
shares of common stock to a stockholder for expenses incurred on
behalf of the company.
Note 5 Stockholder Loan
A stockholder has paid expenses on behalf of the Company in the
amount of $2,432 during the year ended December 31, 1998 and
$3,212 during the year ended December 31, 1997. The Company has
recorded a liability for these expenses to the stockholder. The
unsecured loan bears no interest and is due on demand.
Note 6 Preferred Stock
The Articles of Incorporation authorize the issuance of Class A
and Class B Preferred stock. At the option of the Directors of
the Company, the classes of shares have various redemption,
dividend participation, and conversion features. No shares have
been issued as of December 31, 1998.
8
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000768216
<NAME> National Air Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. 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> 7,764
<BONDS> 0
0
0
<COMMON> 738
<OTHER-SE> (8,502)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (2,158)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,158)
<INCOME-TAX> 275
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,158)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
