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. 2-99110-NY
----------
VITRISEAL, INC.
---------------
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751537
- ------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
12226 South 1000 East, Suite 9
------------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 553-8785
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
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 Registrant 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 there is no 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 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: December 31, 1998 -
$0
For the Exhibit Index see Item 13 of this Report.
State the aggregate market value of the common 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.
April 13, 1999 - $21,184,067. There are approximately 11,298,169 shares
of common voting stock of the Registrant held by non-affiliates. The common
stock of the Registrant is valued on the basis of the bid price of $1.875 per
share on April 13, 1999, on the OTC Bulletin Board of the NASD.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
April 12, 1999
17,636,556*
*This number reflects a 23 for 1 reverse split effective on December 11, 1998,
and the completion of an Agreement and Plan of Reorganization (the "Dancor
Plan") reported in the Registrant's 8-K and 8-K-A1 Current Reports dated
December 15, 1998 (the "Dancor 8-K Current Reports").
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 ___
PART I
Item 1. Description of Business.
-----------------------
Business Development.
- --------------------
Amendments to the Articles of Incorporation
-------------------------------------------
* Name change to "Advanced Coating Technologies, Inc." and a 23 for
1 reverse split of the outstanding securities of the Company pre-
Dancor Plan (12/11/98).
* Name change to "VitroSeal, Inc." (1/19/99).
* Name change to "VitriSeal, Inc." (2/18/99).
Changes in Control
------------------
On March 18, 1999, the Company completed the Dancor Plan with Dancor,
Inc., a Delaware corporation, ("Dancor"). For information regarding the
Dancor Plan, see the Dancor 8-K Current Reports. See Part III, Item 13.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, prior to the Dancor
Plan, the Company has had no business operations for the past five calendar
years.
For information regarding the current and intended business operations
of Dancor, see the Dancor 8-K Current Reports, Part III, Item 13.
Item 2. Description of Property.
- --------------------------------
Prior to the completion of the Dancor Plan, the Company had no property
or assets; its principal executive office address and telephone number were
the business office address and telephone number of David C. Merrell, its
President, which were provided at no cost.
For information regarding the facilities of Dancor, see the Dancor 8-K
Current Reports, Part III, Item 13.
Item 3. Legal Proceedings.
- --------------------------
During the year ended December 31, 1998, the Company was not the subject
of any pending legal proceedings; and to the knowledge of management, there
were no proceedings contemplated against the Company by any federal, state or
local governmental agency.
Further, during this year, to the knowledge of management, no director
or executive officer was party to any action in which any had an interest
adverse to the Company.
For information concerning actions on proceedings involving Dancor
and/or the current directors and executive officers of the Company, see the
Dancor 8-K Current Reports, Part III, Item 13.
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 period covered by this Report or
during the previous two fiscal years; further, since the cessation of business
operations in 1989, no matter has been submitted to a vote of the Company's
security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
- -----------------------------------------------------------------
Market Information
- ------------------
The Company's common stock is quoted on the OTC Electronic Bulletin
Board of the National Association of Securities Dealers, Inc. ("NASD"), under
the symbol "VTSL," with initial quotations commencing in December, 1998. No
assurance can be given that any "established trading market" for the Company's
common stock will be maintained, and the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by present or former members of management or others may
have a substantial adverse impact on any such public market. The "restricted
securities" issued under the Dancor Plan (presently 16,636,464 shares) will
become available for sale under Rule 144 on or about March 17, 2000.
Holders
- -------
The number of record holders of the Company's common stock as of
the year ended December 31, 1998, was approximately 133; these
numbers do not include an indeterminate number of stockholders whose shares
may be held by brokers in street name. As of April 12, 1999, there were
approximately 481 stockholders. See Part III, Item 11, for certain
information regarding these holdings; and the Dancor 8-K Current Reports, Part
III, Item 13.
Dividends
- ---------
There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future. The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
Plan of Operation
- -----------------
The Company has not engaged in any material business operations since
1989. Its only activities since that time have consisted of restoring and
maintaining its good standing in the State of Nevada. The Company has no
material tangible property or assets.
For a description of the plan of operations for Dancor, see the Dancor
8-K Current Reports, Part III, Item 13.
Results of Operations
- ---------------------
The Company discontinued its active operations in 1989, and has
had no revenues since. For the years ended December 31, 1998 and 1997, the
Company had net losses in the amount of ($28,769) and ($3,167), respectively.
Liquidity
- ---------
The Company had no material assets during the years ended December 31,
1998, and liabilities of $1,556 for the year ended December 31, 1998.
$5,848 was contributed to capital, by David C. Merrell, the Company's
President, during the year ended December 31, 1998.
Year 2000
- ---------
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process date fields containing two
digit year references such as "00" for the year 2000 is commonly referred to
as the Year 2000 Issue. Any of the Company's computer programs that utilize
two digit years may recognize "00" as the year 1900 rather than the year 2000.
Such recognition problems could cause disruptions of operations, including the
inability to process transactions, send invoices or engage in similar
essential business activities.
The Company has identified all significant applications that will
require modification to address the Year 2000 issue. Internal and external
resources are being used to make the required modifications and text Company
systems for the year 2000. The modifications process all significant
applications is substantially complete, and the Company intends to complete
modifications this summer and continue to conduct testing through the end of
1999.
The Company is also communicating with third party vendors to determine
their compliance with the Year 2000 issue. The Company can provide no
assurance that the systems of third parties will be in compliance by the turn
of the century. The inability of the Company to complete modifications and
the failure of third party vendors to complete compliance with the Year 2000
issue, or both, could have a material adverse effect on the Company's ability
to perform essential business tasks which could have a material adverse effect
on the Company's business.
Item 7. Financial Statements.
- -----------------------------
For the periods ended December 31, 1998 and 1997
Independent Auditors' Report
Balance Sheet for the year ended December 31, 1998
Statements of Operations for the years ended
December 31, 1998 and 1997
Statements of Stockholders' Equity (Deficit)
From inception through December 31, 1998
Statements of Cash Flows for the years ended
December 31, 1998 and 1997
Notes to the Financial Statements
<PAGE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
<PAGE>
INDEPENDENT AUDITORS REPORT
The Board of Directors
VitriSeal, Inc.
(Formerly A.X.R. Development Corporation, Inc.)
Salt Lake City, Utah
We have audited the accompanying balance sheet of VitriSeal, Inc.
(formerly A.X.R. Development Corporation, Inc.) (a development stage company)
as of December 31, 1998 and the related statements of operations, stockholders
equity (deficit) and cash flows for the years ended December 31, 1998 and
1997 and from inception on July 10, 1985 through December 31,1998. 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 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 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 VitriSeal, Inc.
(formerly A.X.R. Development Corporation, Inc.) (a development stage company)
as of December 31, 1998 and the results of its operations and its cash flows
for the years ended December 31, 1998 and 1997 and from inception on July 10,
1985 through December 31, 1998 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
operating capital which raises substantial doubt about its ability to continue
as a going concern. Management s plans in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/S/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
March 10, 1999
<PAGE>
<TABLE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
December 31,
1998
<S> <C>
CURRENT ASSETS
Cash $ -
Total Current Assets -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 1,556
Total Current Liabilities 1,556
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock $0.001 par value; authorized
100,000,000 shares; 850,092 shares issued
and outstanding 850
Additional paid-in capital 102,660
Deficit accumulated during the development stage (105,066)
Total Stockholders' Equity (Deficit) (1,556)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -
</TABLE>
<TABLE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
For the July 10, 1985
Years Ended Through
December 31, December 31,
1998 1997 1998
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES 28,769 3,167 105,066
NET LOSS $(28,769) $ (3,167) $(105,066)
BASIC LOSS PER SHARE $ (0.05) $ (0.01)
</TABLE>
<TABLE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on
July 10, 1985 - $ - $ - $ -
Common stock issued
for cash at an
average of $0.023
per share 565,309 565 71,825 -
Net loss from
inception through
December 31, 1994 - - - (72,390)
Balance,
December 31, 1994 565,309 565 71,825 (72,390)
Net loss for the
year ended
December 31, 1995 - - - -
Balance,
December 31, 1995 565,309 565 71,825 (72,390)
Contributed capital
for expenses - - 740 -
Net loss for the
year ended
December 31, 1996 - - - (740)
Balance,
December 31, 1996 565,309 565 72,565 (73,130)
Contributed capital
for expenses - - 1,749 -
Net loss for the
year ended
December 31, 1997 - - - (3,167)
Balance,
December 31, 1997 565,309 565 74,314 (76,297)
Contributed capital
for expenses - - 5,848 -
Common stock issued for
services at $0.08 per
share 284,783 285 22,498 -
Net loss for the year ended
December 31, 1998 - - - (28,769)
Balance, December 31,
1998 850,092 $ 850 $102,660 $ (105,066)
</TABLE>
<TABLE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
For the July 10, 1985
Years Ended Through
December 31, December 31,
1998 1997 1998
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Income (loss) from operations $(28,769) $ (3,167) $(105,066)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Common stock issued for services 22,783 - 22,783
Increase in accounts payable 138 1,418 1,556
Contributed capital for expenses 5,848 1,749 8,337
Net Cash Provided (Used) by
Operating Activities - - (72,390)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net Cash Provided (Used) by
Investing Activities - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - 73,390
Stock offering costs - - (1,000)
Net Cash Provided (Used) by
Financing Activities $ - $ - $ 72,390
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ - $ - $ -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
VITRISEAL, INC.
(Formerly A.X.R. Development Corporation, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
VitriSeal, Inc. was organized under the laws of the State of Nevada on
July 10, 1985. Since then, there has been no active operations. In
1996, the Company changed its management and is seeking a business
opportunity. The Company has selected a calendar year end. On December
11, 1998, by unanimous consent of the Board of Directors, the Company s
name was changed to Advanced Coating Technologies, Inc. Subsequently, on
January 19, 1999 the Company s directors changed the Company s name to
VitroSeal, Inc. and then on February 18, 1999 the name was changed to
VitriSeal, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting.
b. Provision for Taxes
At December 31, 1998, the Company has an approximate operating loss
carryover of $24,000 which expires in 2013. The potential tax benefit
has been offset by a valuation allowance for the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Use of Estimates
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 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.
e. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. The Company has not established revenues sufficient
to cover its operating costs and allow it to continue as a going concern.
Management intends to seek a merger with an existing, operating company.
In the interim, management has committed to meeting the Company's minimal
operating expenses.
NOTE 4 - RELATED PARTY TRANSACTIONS
The president of the Company contributed $5,848 for expenses paid on
behalf of the Company in 1998.
In 1998, an officer of the Company was issued 284,783 shares for services
performed and expenses paid on the Company s behalf valued at $22,783.
NOTE 5 - REVERSE STOCK SPLIT
On December 11, 1998, the shareholders of the Company approved a 23-for-1
reverse stock split while retaining the authorized shares at 100,000,000
and the par value at $0.001. In conjunction with this split, 93
additional shares were issued for fractional units. The reverse stock
split has been applied to the financial statements on a retroactive basis
back to inception.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- --------------------
No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- -------------------------------------------------
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company during 1998, and the period or periods
during which each such director or executive officer served in his or her
respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
Corie Merrell Director 9/96 *
Secretary/ 9/96 *
Treasurer
David C. Merrell Director 9/96 *
President 9/96 *
For information concerning the current directors and executive officers
of the Company, see the Dancor 8-K Current Reports, Part III, Item 13.
Term of Office
- --------------
The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in December of each year. The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience
- -------------------
David C. Merrell, Director and President. Since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company that makes
and brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Corie Merrell, Director and Secretary/Treasurer. Since 1989, she
has been part owner of DCM Finance and is currently a part time student at
Westminster College majoring in Psychology.
For information regarding the current members of management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Family Relationships
- --------------------
David C. Merrell and Corie Merrell are husband and wife.
For information respecting family relationships of current members of
management, see the Dancor 8-K Current Reports, Part III, Item 13.
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management,
during the past five years, no present or former 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
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
For information respecting any such proceedings involving current
directors and executive officers, see the Dancor 8-K Current Reports, Part
III, Item 13.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required to
make filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
- -------------------------------
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
[S] [C] [C] [C] [C] [C] [C] [C] [C]
David C.
Merrell,
President, 12/31/97 0 0 0 0 0 0 0
Director 12/31/98 0 0 0 0 0 0 0
Corie
Merrell
Secretary/ 12/31/97 0 0 0 0 0 0 0
Treasurer, 12/31/98 0 0 0 0 0 0 0
Director
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1998, or 1997. Further, no named member of
the Company's management has been granted any option or stock appreciation
right; accordingly, no tables relating to such items have been included within
this Item. See the Summary Compensation Table of this Item.
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
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 fiscal year or
the previous two fiscal years for any service provided as director. See the
Summary Compensation Table of this Item.
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
The Company's management has subsequently resigned and there has been a
change in control.
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- -----------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- -----------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of December
31, 1998, and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
Name and Address 12/31/98
David C. Merrell 515,217 - 61%
9005 Cobble Canyon Lane
Sandy, Utah 84093
TOTALS 515,217 - 61%
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Security Ownership of Management.
The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1997 and 1998:
Number and Percentage
of Shares Beneficially Owned
Name and Address Then and now
David C. Merrell 515,217 - 61%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Corie Merrell -0-
9005 Cobble Canyon Lane
Sandy, Utah 84093
TOTALS 515,217 - 61%
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Changes in Control
- ------------------
On March 18, 1999, the Company completed the Dancor Plan pursuant to
which the control of the Company changed. See the Dancor 8-K Current
Reports, Part III, Item 13.
Item 12. Certain Relationships and Related Transactions.
- -------------------------------------------------------
Transactions with Management and Others.
- ---------------------------------------
During the past two years ended December 31, 1998 and 1997, there have
been no material transactions between any director, executive officer, five
percent stockholder or promoter of the Company, except the issuance of 384,783
shares to Joe K. Johnson, 184,783 for legal fees paid and 200,000 for services
rendered.
For similar information regarding members of current management, see the
Dancor 8-K Current Reports, Part III, Item 13.
Item 13. Exhibits and Reports on Form 8-K.
- -----------------------------------------
Reports on Form 8-K
- -------------------
8-K Current Report dated December 15, 1998 and filed December 17,
1998.
Letter of Intent dated December 15, 1998, regarding proposed
reorganization
Certificate of Amendment to the Articles of Incorporation of
A.X.R. Development Corporation, Inc. changing the name to "Advanced
Coating Technologies, Inc." and effecting a reverse split of the
outstanding shares
Press Release regarding same dated December 15, 1998
8-K-A1 Current Report dated December 15, 1998 and filed with the
Securities and Exchange Commission on April 2, 1999.
Certificate of Amendment to the Articles of Incorporation of
Advanced Coating Technologies, Inc. changing the name of the Company
to "VitroSeal, Inc."
Certificate of Amendment to the Articles of Incorporation of the
Company changing the name to "VitriSeal, Inc."
Plan of Reorganization between VitriSeal, Inc. and Dancor, Inc.
dated March 18, 1999
Exhibit A-List of Dancor Shareholders and number of
VitriSeal Shares
Exhibit B-Letter of Intent
Exhibit C-Schedule of Option Holders
Exhibit D-Schedule of Exceptions
Exhibit E-Schedule of Patents
Exhibit F-Bank Account Information
Exhibit G-VitroSeal Exceptions
Exhibit H-VitroSeal Financial Statements including 10-QSB
for the Quarter ended September 30, 1998 and 10-KSB
for the Year Ended December 31, 1997
Exhibit I-VitriSeal Bank Accounts
Exhibit J-VitriSeal Form of Power of Attorney
Press Release regarding same dated March 18, 1999
Exhibit
Exhibits* Number
(i)
Financial Data Schedule 27
(ii) Where Incorporated
In This Report
10-KSB Annual Report for the year Item I **
ended December 31, 1997
S-8 Registration Statement Item I **
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
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.
VITRISEAL, INC.
Date: 4/13/99 By:/s/Daniel Corbin
--------- --------------------------------------
Daniel Corbin
President and Director
Date: 4/13/99 By:/s/John W. Nagel
--------- --------------------------------------
John W. Nagel
Chief Financial Officer 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 Registrant and in the capacities and on the dates indicated:
VITRISEAL, INC.
Date: 4/13/99 By:/s/Daniel Corbin
--------- --------------------------------------
Daniel Corbin
President and Director
Date: 4/13/99 By:/s/John W. Nagel
--------- --------------------------------------
John W. Nagel
Chief Financial Officer and Director
Date: 4/13/99 By:/s/Bruce H. Haglund
--------- --------------------------------------
Bruce H. Haglund, Esq.
Secretary and Director
Date: 4/13/99 By:/s/Culley W. Davis
--------- --------------------------------------
Culley W. Davis
Chairman of the Board
Chief Executive Officer and Director
Date: 4/13/99 By:/s/Dennis A. Repp
--------- --------------------------------------
Dennis A. Repp
Director
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