SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File Number 2-98083-A
CATHEL PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2571253
(State of Incorporation) (I.R.S. Employer Identification Number)
68 Schraalenberg Road, PO Box 233,
Harrington Park, NJ 07640
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, with area code: (201) 784-5190
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock of $.00001 par value per share
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 twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No X
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. X
State Issuer's Revenues for its most recent fiscal year. $-0-
Aggregate market value of the voting stock held by non-affiliates of
registrant: $0 as of December 31, 1997
Number of shares outstanding as of December 31, 1997: 469,203
Documents incorporated by reference: Exhibits contained in the Form
10-KSB for the year ended December 31, 1989.
<PAGE>
Part I.
Item 1 DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT
Cathel Partners, Ltd. (formerly B.C. Communication, Inc.)(the
"Company") was incorporated in the state of Delaware on June 7, 1985. The
Company originally intended to develop, produce, and distribute programs of a
talk and interview format for commercial and pay television. The Company
exhausted its funds on the incomplete production of a show and decided to seek
other business opportunities which would offer growth and development.
On February 14, 1987, the Company acquired 73.75 percent of Kinetic
Systems, Inc., a Delaware corporation, which was trying to develop a closed
chamber, forced hot air, liquid heating system for use in residential and
commercial buildings. On March 31, 1988, pursuant to a February 14, 1987
agreement, the Company received the remaining 26.25 percent of Kinetic Systems,
Inc., in exchange for 78,750,000 shares of the Companies common stock. Kinetic
Systems, Inc., became a wholly owned subsidiary of the Company.
On January 28, 1993, the Company sold 100 percent of the issued and
outstanding shares of common stock of Kinetic Systems, Inc., to the Barrister
Group, Ltd., for $100,000. The Company has been inactive since 1993.
Earnings per Share - The net income (loss) per share is based on the
weighted average number of share outstanding during the period.
Income Taxes - Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year end. The tax
benefit to operating losses and tax credit carryforwards are recognized if
management believes, based on available evidence, that is more likely than not
that they will be realized. Investment tax credits are accounted for under the
flow-through method.
Anticipated Effect of Recently Issued Statements of Financial
Accounting Standards - The Company does not expect the effect of recently issued
Financial Accounting Standards, when adopted, to have a material impact on its
financial statements and results of operations.
The Company has a net operating loss carryforward of $1,125,062 which
expires from 2001 through 2012.
In September, 1985, the Company sold 25,000,000 units at $.01 per unit
in a public offering, each unit consisting of one share of common stock and two
redeemable warrants. The redeemable warrants were exerciseable at $.015 per
share of common stock. 49,423,000 warrants were exercised resulting in net
proceeds to the Company of $741,344.
On February 14, 1987, the Company exchanged 221,250,000 shares of
common stock in exchange for 73.75 percent of the common stock of Kinetic
Systems, Inc.
On April 14, 1988, the Company's Board of Directors amended an
agreement with Mr. Eugene Perkins, inventor of Kinetic Systems, Inc. heating
systems, and in lieu of cash, issued to Mr. Perkins 20,000,000 shares of
restricted shares of common stock valued at $350,000 for additional research and
development of the heating system.
On March 31, 1988, pursuant to a February 14, 1987 agreement, the
Company issued 78,750,000 shares of common stock in exchange for the remaining
26.25 percent of Kinetic Systems, Inc.
In 1995, the Company recorded a 1,000 for 1 reverse stock split
reducing the number of shares outstanding to 469,203.
In November, 1995, the Company, by amendment to its certificate of
incorporation, changed its name to cathel Partners, Ltd.
The Company has experienced operating loss of $1,291,867 since
inception. The Company needs to acquire a company or raise capital if it is to
continue as a going concern.
Item 2. DESCRIPTION OF PROPERTY
The Company's President and Director, Robert Schuck, provides the
Company with limited office space in his offices at no charge.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal actions involving the Company.
<PAGE>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Registrant submitted no matters to a vote of its security holders
during its fiscal year ended December 31, 1997.
Part II.
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The Company's Common Stock has not been traded since 1993.
(b) As of December 31, 1997, there were approximately 832 holders of
the Company's Common Stock.
(c) No dividends were paid during the fiscal year ending Dec. 31, 1997.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OR PLAN OF OPERATION
Financial Condition
During 1997 the Company was inactive, as it was in 1996. Therefore no
changes have occurred in the Company's financial condition. The minor expenses
have been paid by the President of the Company, and he will continue to do so
until such time as a company is acquired or capital is raised.
ITEM 7. FINANCIAL STATEMENTS
The financial statements are attached hereto at page 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company did not change accountants for the fiscal year ending 1997.
<PAGE>
Part III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
REGISTRANT
Name Age Position
Robert N. Schuck 62 President and Director
Harold J. Reisner 51 Vice President and Director
Herbert Maslo 61 Director
Robert Schuck. Mr. Schuck has been President and a Director of the Company since
February 1987 and has been Secretary-Treasurer of HITK Corporation ("HITK")
since September 1985, and a President and Director of a number of portfolio
companies of HITK. From 1966 to January 1985 he was employed by Solar Turbines,
Inc., a subsidiary of Caterpillar Tractor Sales and Service Manager. Prior to
that he was employed by New York Shipbuilding as a nuclear power generator test
engineer; and he was in the United States Air Force and New Jersey Air National
Guard specializing as a jet engine technician.
Harold J. Reisner. Mr. Reisner has been Vice President and a Director of the
Company since February 1987 and has been a Director and Vice President of SF
Systems, Inc. (a public company) since April 1985. Dr. Reisner has been
primarily engaged in the private practice of dentistry under the corporate name
of Reisner, Russ, Russano, Sherman Associates, P.A. from 1970 until
approximately 1994. In 1994, Dr. Reisner became an officer of Executive
Telecard, Ltd. and has held that position since. Dr. Reisner received his Doctor
of Dental Surgery from New York University College of Dentistry in 1970. Dr.
Reisner currently devotes an insignificant portion of his time to the Company's
day to day business activities.
Herbert Maslo. Herbert Maslo has been a Director of the Company since March
1994. In March 1990, he became a director and President of Power Tech Systems,
Inc. Prior to that, Mr. Maslo had retired from New York Telephone, a division of
Nynex, after 23 years where he held various engineering positions including
central office planning, installations and engineering as a project manager. Mr.
Maslo holds a B.A. degree in Mechanical Engineering from the Newark College of
Engineering.
ITEM 10. EXECUTIVE COMPENSATION
No compensation was paid to any officer or director of the Company
during the fiscal year ending December 31, 1997.
Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of December 31, 1997, of
each officer or director of the Company, by each person or firm who owns more
than 5% of the Company's outstanding shares and by all officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
Number of Percentage
Name Shares of shares
Owned owned
<S> <C> <C>
Robert Schuck 200 0.001
Harold Reisner 5,375 1.31%
Herbert Maslo 0 0
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions in the fiscal year ended
December 31, 1997.
Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) All required exhibits are incorporated herein by reference
from the Company's Form 10-KSB filed for the year ending December 31, 1989.
(b) No Financial Statement Scheduled or reports on Form 8-K
are required to be filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: December 6, 1999 By: /s/ Robert Schuck
--------------------------------
ROBERT SCHUCK
President
Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and dates indicated.
DATE: December 6, 1999 By: /s/ Robert Schuck
--------------------------------
ROBERT SCHUCK
President
Director
<PAGE>
LOUIS B. FOX
CERTIFIED PUBLIC ACCOUNTANT
5 AMANDA COURT
MONSEY, NEW YORK 10952
TEL (914) 369 6711
FAX (914) 357 1372
To the Board of Directors and Stockholders of Cathel Partners, Ltd.
I have audited the accompanying balance sheet of Cathel Partners, Ltd.
(the "Company") as of December 31, 1997, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 1997 and 1996. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted by audit in accordance with generally accepted auditing
standards. Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cathel Partners,
Ltd. at December 31, 1997, and the results of its operations and its cash flows
for the years ended December 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
As discussed in Note 4, certain conditions indicate that the Company may be
unable to continue as a going concern. The accompanying Financial Statements do
not include any adjustments to the Financial Statements that might be necessary
should the Company be unable to continue as a going concern.
/s/ Louis B. Fox
Louis B. Fox, CPA
June 29, 1999
Monsey, New York
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A development stage company)
BALANCE SHEET
ASSETS
December 31,
1997
Current Assets:
<S> <C>
Cash $ 417
-----
Total Assets $ 417
=====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 7,000
Stockholders Equity:
Common Stock $.00001 par value
500,000,000 shares authorized
469,203 shares issued and outstanding.
Additional paid-in capital 1,285,279
Retained (Deficit) (1,291,867)
Total Stockholders' Equity (Deficit) (6,583)
Total Liabilities and Stockholders' Equity $ 417
=====
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A development stage company)
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
--------- ----
<S> <C> <C>
Revenue $ - $ -
Operating Expenses 72 72
-- --
Net (Loss) $(72) $(72)
===== =====
Earnings per share $ .00 $ .00
===== =====
Weight Average Shares Outstanding 469,203 469,203
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
Common Stock Additional Retained
Paid-In Earnings
Shares Amount Capital (Deficit)
------ ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance - January 1, 1996 469,432 $ 5 $1,285,279 $(1,291,723)
Net (Loss) year ended
December 31, 1996 (72)
------- -------- ----------- -----------
Balance-December 31,1996 469,632 5 1,285,279 (1,291,795)
Net (Loss) year ended
December 31, 1997 (72)
------- -------- ----------- -----------
Balance-December 31,1997 469,432 5 1,285,279 (1,291,867)
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A development stage company)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
---------- ----------
Cash Flow from Operations:
<S> <C> <C>
Net Loss $ (72) $ (72)
------ ------
Net Cash Flow from Operations 72 72
---- --
Cash - Beginning 489 561
--- ---
Cash - Ending $ 417 $ 489
===== =====
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
CATHEL PARTNERS, LTD.
(FORMERLY B. C. COMMUNICATIONS, INC.)
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
Note 1 - Summary of Significant Accounting Policies
Organization of Business - Cathel Partners, Ltd. (formerly B.C.
Communication, Inc.)(the "Company") was incorporated in the state of Delaware on
June 7, 1985. The Company originally intended to develop, produce, and
distribute programs of a talk and interview format for commercial and pay
television. The Company exhausted its funds on the incomplete production of a
show and decided to seek other business opportunities which would offer growth
and development.
On February 14, 1987, the Company acquired 73.75 percent of Kinetic
Systems, Inc., a Delaware corporation, which was trying to develop a closed
chamber, forced hot air, liquid heating system for use in residential and
commercial buildings. On March 31, 1988, pursuant to a February 14, 1987
agreement, the Company received the remaining 26.25 percent of Kinetic Systems,
Inc., in exchange for 78,750,000 shares of the Companies common stock. Kinetic
Systems, Inc., became a wholly owned subsidiary of the Company.
On January 28, 1993, the Company sold 100 percent of the issued and
outstanding shares of common stock of Kinetic Systems, Inc., to the Barrister
Group, Ltd., for $100,000. The Company has been inactive since 1993.
Earnings per Share - The net income (loss) per share is based on the
weighted average number of share outstanding during the period.
Income Taxes - Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year end. The tax
benefit to operating losses and tax credit carryforwards are recognized if
management believes, based on available evidence, that is more likely than not
that they will be realized. Investment tax credits are accounted for under the
flow-through method.
Anticipated Effect of Recently Issued Statements of Financial Accounting
Standards - The Company does not expect the effect of recently issued Financial
Accounting Standards, when adopted, to have a material impact on its financial
statements and results of operations.
<PAGE>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
Note 2 - Income Taxes
The Company has a net operating loss carryforward of $1,125,062 which
expires from 2001 through 2012.
Note 3 - Stockholders' Equity
In September, 1985, the Company sold 25,000,000 units at $.01 per unit in a
public offering, each unit consisting of one share of common stock and two
redeemable warrants. The redeemable warrants were exerciseable at $.015 per
share of common stock. 49,423,000 warrants were exercised resulting in net
proceeds to the Company of $741,344.
On February 14, 1987, the Company exchanged 221,250,000 shares of common
stock in exchange for 73,75 percent of the common stock of Kinetic Systems, Inc.
On April 14, 1988, the Company's Board of Directors amended an agreement
with Mr. Eugene Perkins, inventor of Kinetic Systems, Inc. heating systems, and
in lieu of cash, issued to Mr. Perkins 20,000,000 shares of restricted shares of
common stock valued at $350,000 for additional research and development of the
heating system.
On March 31, 1988, pursuant to a February 14, 1987 agreement, the Company
issued 78,750,000 shares of common stock in exchange for the remaining 26.25
percent of Kinetic Systems, Inc.
In 1995, the Company recorded a 1,000 for 1 reverse stock split reducing
the number of shares outstanding to 469,203.
Note 4 - Going Concern
The Company has experienced operating loss of $1,291,867 since inception.
The Company needs to acquire a company or raise capital if it is the continue as
a going concern.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from financial
statements for the twelve month period ended December 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Dec-31-1997
<CASH> 417
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 417
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 417
<CURRENT-LIABILITIES> 417
<BONDS> 0
0
0
<COMMON> 469,203
<OTHER-SE> (6,583)
<TOTAL-LIABILITY-AND-EQUITY> 417
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 72
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 72
<INCOME-TAX> 0
<INCOME-CONTINUING> 72
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
