HYTK INDUSTRIES INC
10KSB/A, 1997-09-17
TELEPHONE INTERCONNECT SYSTEMS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1


(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the fiscal year ended May 31, 1991.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act   of   1934   (no   fee   required)   for   the   transition   period   from
____________________ to _______________________.

Commission file number: 0-17371

                              HYTK INDUSTRIES, INC.
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                        88-0182808
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification No.)


               2133 East 9400 South, Suite 151 - Sandy, Utah 84093
                    (Address of Principal Executive Offices)

                                 (801) 944-0701
                (Issuer's Telephone Number, Including Area Code)


         Securities Registered Under Section 12(g) of the Exchange Act:

                 Title of Class: Common Stock, $0.001 Par Value

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.

                                    Yes __  No XX

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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. [ ]

The issuer had no revenues for the year ended May 31, 1992.

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the average bid and asked prices of such stock, as of August 31,
1997 was $0.00,  because the  Company's  Common  Stock was not traded on a stock
market or quotation system.

The number of shares  outstanding of the issuer's  common stock as of August 31,
1997 was 52,266.


<PAGE>


                                EXPLANATORY NOTE

         The  following  audited  financial  statements  are hereby  provided in
response  to  a  February  23,  1994  Order  Instituting  Public  Administrative
Proceeding Pursuant to Section 21C of the Securities Exchange Act (the "Order").
The Order was the result of the  Security  Exchange  Commission's  determination
that the Company had improperly recorded a real estate transaction as a purchase
and leaseback instead of a financing transaction. The Order required the Company
to file audited financial  statements which properly account for the transaction
within 90 days of commencing operations.



<PAGE>
Sellers & Associates
CERTIFIED PUBLIC ACCOUNTANT                 Fax (801) 627-1639
378 Harrison Blvd.  Suite 101, Ogden, Utah 84403              (801) 621-8128

INDEPENDENT PUBLIC ACCOUNTANT'S REPORT

Board of Directors
HYTK Industries, Inc. and Subsidiaries
Salt Lake City, Utah

We have audited the  accompanying  balance sheets of HYTK  Industries,  Inc. and
Subsidiaries  as of May  31,  1991  and  1990  and  the  related  statements  of
operations,  stockholders'  equity,  and cash flows for the years  ended May 31,
1991, 1990 and 1989. These financial  statements are the responsibilities of the
Company's  Management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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.

As discussed in Note 6 to the financial statements,  the Company transferred its
assets in a bulk sale May 20, 1992.  An officer of the Company  owned 40% of the
acquiring  corporation.  The  acquiring  corporation  assumed the Company  debts
without  additional  consideration  as the debts were equal to or  exceeded  the
value of the assets transferred.  The financial records of the Company were also
transferred  to the  acquiring  corporation.  Since  that  time,  the  acquiring
corporation  has changed  ownership and management and the financial  records of
the Company through May 31, 1992 have become lost, destroyed,  or otherwise made
unavailable by the corporation. Because of this, we have relied primarily on the
prior  audits  unaudited  financial  statements  of the  Company  as  previously
provided in reports filed with the Securities and Exchange Commission.  Although
we have generally satisfied  ourselves as to the overall  reasonableness of such
financial  data,  we were unable to satisfy  ourselves  as the  correctness  and
accuracy  of the  statements  of cash  flows  as  provided  in  these  financial
statements.

In our opinion, except as explained paragraph, the financial statements referred
to above present fairly,  in all material  respects,  the financial  position of
HYTK  Industries,  Inc.  and  Subsidiaries  as of May 31,  1991 and 1990 and the
results of its  operations  and its cash flows for the years  ended May 31, 1991
and 1990, and 1989 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been presented assuming the Company
will continue as a going concern. As discussed in Noted 5 and 6 to the financial
statements,  the  Company  disposed  of all its assets May 20,  1992 and has not
generated  revenue  since.  This raises  substantial  doubt about its ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


May 20, 1997
<PAGE>
                     HYTK INDUSTRIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                              May 31, 1991 and 1990


                                                      May 31, 1991  May 31, 1990
                                                       ----------     ----------
ASSETS
Current Assets:
     Cash and cash equivalents ....................   $     5,461    $    15,950
     Accounts receivable, other ...................          --           46,568
     Income tax receivable ........................        22,250         15,100
                                                      -----------    -----------
                                                           27,711         77,618
                                                      -----------    -----------

Property, plant and equipment .....................          --            4,768
     Less accumulated depreciation and amortization          --              477
                                                      -----------    -----------
                                                             --            4,291
                                                      -----------    -----------
Other Assets:
     Investment in marketable securities ..........        12,000        118,541
     Deposits .....................................          --            2,500
     Deferred registration cost ...................          --          171,464
     Other assets, discontinued operations,
        net of associated liabilities .............       380,347        759,478
                                                      -----------    -----------
                                                          392,347      1,051,983
                                                      -----------    -----------

TOTAL ASSETS ......................................   $   420,058    $ 1,133,892
                                                      ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable .............................   $     6,800    $    45,685
                                                      -----------    -----------
                                                            6,800         45,685
                                                      -----------    -----------

Noncurrent Liabilities:
     Note payable, related party ..................        25,000           --
     Deferred income taxes ........................        14,300         14,300
                                                      -----------    -----------
                                                           39,300         14,300
                                                      -----------    -----------

Commitments and contingencies .....................          --             --

Stockholders' Equity
     Preferred stock, par value $.001,
        50,000,000 shares authorized,
         no share issued and outstanding ..........          --             --
     Common stock, par value $.001
        950,000,000 shares authorized,
          issued and outstanding shares
        of 25,226 in 1991 and 17,860 in 1990 ......            25             18
     Additional paid-in-capital ...................     1,106,032        890,044
     Retained earnings (deficit) ..................      (548,529)       183,845
                                                      -----------    -----------
                                                          557,528      1,073,907
     Less unearned compensation ...................       183,570           --
                                                      -----------    -----------
                                                          373,958      1,073,907

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ........   $   420,058    $ 1,133,892
                                                      ===========    ===========

                       See notes to financial statements.

                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                                               HYTK INDUSTRIES, INC. AND SUBSIDIARIES
                                                      Statements of Operations
                                           For the Years Ended May 31, 1991, 1990 and 1989


                                                                               May 31,       May 31,        May 31,
                                                                                1991          1990          1989
                                                                             ---------     ---------    -----------

<S>                                                                           <C>           <C>           <C>
Revenues .................................................................    $    --       $    --       $    --
                                                                             ---------     ---------     -----------

Operating Expenses
     Salaries and payroll taxes ..........................................       66,218        73,608        59,465
     Professional fees ...................................................       47,827        20,490        14,247
     General and administrative ..........................................       18,505        13,907        17,356
     Bad debt ............................................................         --          14,740        50,000
     Rent and utilities ..................................................       17,124        10,800        11,160
     Insurance ...........................................................         --             930           691
     Depreciation and amortization .......................................        4,291          --             477
     Other ...............................................................        4,115        24,642          --
                                                                            ---------     ---------     -----------
                                                                                158,080       159,117       153,396
                                                                            ---------     ---------     -----------

Non-Operating Income (Expense)
     Write-off deferred registration costs ...............................     (147,307)     (109,331)         --
     Consulting income ...................................................         --            --         118,541
     Interest income .....................................................          132           672        22,253
     Miscellaneous .......................................................         (500)         --            --
     Loss on disposition of investments ..................................     (222,107)         --            --
                                                                            ---------     ---------     -----------
                                                                             (369,782)     (108,659)        140,794
                                                                            ---------     ---------     -----------

Income (Loss) from continuing operations
     before income taxes and extraordinary item ..........................     (527,862)     (267,776)      (12,602)

Provision for income taxes ...............................................         --          (3,900)        4,000

Gain (loss) from discontinued operations, net of income tax benefit ......     (204,512)      266,770       167,226
Gain on disposal of discontinued operations ..............................         --           2,403          --
                                                                            ---------     ---------     -----------
                                                                             (204,512)      269,173         167,226
                                                                            ---------     ---------     -----------

Income (loss) before extraordinary item ..................................    $(732,374)    $  (2,503)    $ 158,624

Extraordinary item, reduction of income tax arising from carryforward
     of prior year operating losses ......................................         --            --          28,100
                                                                                            ---------     ---------     -----------

Net Income (loss) ........................................................    $(732,374)    $  (2,503)    $ 186,724
                                                                              =========     =========     ===========

Earnings (loss) per share:
     Loss for continuing operations ......................................    $  (26.79)    $  (15.05)    $   (0.87)
                                                                               =========     =========     ===========
     Income (loss) from discontinued operations ..........................    $  (10.38)    $   15.13     $   11.00
                                                                               =========     =========     ===========
     Net income (loss) ...................................................    $  (37.17)    $   (0.14)    $   12.95
                                                                               =========     =========     ===========

Weighted-average shares outstanding ......................................       19,702        17,796        14,422

                                                 See notes to financial Statements.

                                                                F-2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                  HYTK INDUSTRIES AND SUBSIDIARIES
                                                 Statements of Stockholders' Equity
                                               Years Ended May 31, 1991, 1990 and 1989


                                                          Common Stock                                       Treasury Stock
                                                 ----------------------------------              ----------------------------------
                                                                                                  Retained
                                                                       Additional                 Earnings                    Total
                                                 Number of              Paid In Number of         (Deficit)   Deferred Stockholders'
                                                  Shares   Par Value    Capital  Shares Par value Accumulated Compensation   Equity


<S>                                                 <C>        <C>  <C>            <C>  <C>     <C>         <C>         <C>
Balances, May 31, 1988 ...........................  $ 14,304   $14  $   818,829    67   $(375)  $    (376)  $    --     $   818,092

Issuance of common stock
     under stock bonus plan ......................         6    --          182   --     --          --          --             182

Issuance of common stock .........................     2,679     3           (3)  --     --          --          --               0

Issuance of common stock
     to profit sharing plan ......................       152    --       30,336   (67)    375        --          --          30,711

Issuance of common stock
     for cash ....................................      --      --            1   --     --          --          --               1

Net Income .......................................      --      --         --     --     --       186,724        --         186,724
                                                       ----     ---  ----------   ---   -----   ---------   ---------   -----------

Balances, May 31, 1989 ...........................  $ 17,141   $17  $   849,345   --    $--     $ 186,348   $    --     $ 1,035,710

Issuance of common stock
     under stock bonus plan ......................         5    --          700   --     --          --          --             700

Issuance of common stock
     to profit sharing plan ......................       714     1       39,999   --     --          --          --          40,000

Net Loss .........................................      --      --         --     --     --        (2,503)       --          (2,503)
                                                    --------   ---  -----------   ---   -----   ---------   ---------   -----------

Balances, May 31, 1990 ...........................    17,860   $18  $   890,044   --    $--     $ 183,845   $    --     $ 1,073,907

Exercise of common stock warrants ................       466    --      104,382   --     --          --          --         104,382

Deferred offering costs ..........................      --      --     (104,382)  --     --          --          --        (104,382)

Issuance of common stock
     under stock compensation plan ...............     6,982     7      218,416   --     --          --      (186,215)       32,208

Issuance of common stock
     under stock bonus plan ......................         7    --          217   --     --          --          --             217

Shares surrendered and canceled ..................       (89)   --       (2,645)  --     --          --         2,645          --

Net Loss .........................................      --      --         --     --     --      (732,374)       --        (732,374)
                                                    --------   ---  -----------   ---   -----   ---------   ---------   -----------

Balances, May 31, 1991 ...........................  $ 25,226   $25  $ 1,106,032   --    $--     $(548,529)  $(183,570)  $   373,958
                                                    ========   ===  ===========   ===   =====   =========   =========   ===========


                                                 See notes to financial statements.

</TABLE>
                                                                F-3
<PAGE>
<TABLE>
<CAPTION>
                                               HYTK INDUSTRIES, INC. AND SUBSIDIARIES
                                                      Statements of Cash Flows
                                           For the Years Ended May 31, 1991, 1990 and 1989


                                                                                    May 31,           May 31,           May 31,
                                                                                     1991              1990               1989
                                                                                 --------------    --------------    ---------------
Cash Flows From Operating Activities
<S>                                                                                     <C>              <C>              <C>
     Net income (loss) ..........................................................       $(732,374)       $  (2,503)       $ 186,724
     Noncash expenses (income) included in net income:
        Loss on disposition of investments ......................................         222,107             --               --
        Write-off of deferred registration cost .................................         147,307             --               --
        Depreciation and amortization ...........................................           4,291             --                477
        Equipment provision for loss on note receivable .........................            --             14,740             --
        Issuance of common stock for services ...................................          32,425              700              182
        Acquisition of marketable securities for consulting services ............            --               --           (118,541)
        Issuance of stock to profit-sharing and stock bonus plan ................            --             40,000           30,711
     Change in assets and liabilities:
        (Increase) decrease in account receivable, other ........................          46,568          (46,063)            (505)
        (Increase) decrease in income tax receivable ............................          (7,150)         (15,100)            --
        Decrease in other current assets ........................................            --               --             40,100
        (Increase) decrease in other assets, discontinued operations ............         379,131          (83,730)         126,092
        (Increase) decrease in other assets .....................................           2,500           (2,500)            --
        Increase (decrease) in accounts payable and accrued expenses ............         (38,885)          26,934           (6,249)
        Increase (decrease) in income taxes payable .............................            --            (28,500)          42,800
                                                                                        ---------        ---------        ---------
Net cash provided by (used for) operating activities ............................          55,920          (96,022)         301,791
                                                                                        ---------        ---------        ---------

Cash Flows From Investing Activities
     Repayment (payment) of note receivable, related party ......................            --            200,000         (200,000)
     Purchase of investment in marketable securities ............................        (115,566)            --               --
     Purchase of equipment ......................................................            --               --             (4,768)
                                                                                        ---------        ---------        ---------
Net cash provided by (used for) investing activities ............................        (115,566)         200,000         (204,768)
                                                                                        ---------        ---------        ---------

Cash Flows From Financing Activities
     Payment received on notes receivable .......................................            --             10,260             --
     Increase in deferred registration costs ....................................         (80,225)        (100,468)         (70,995)
     Proceeds from note payable, related party ..................................          25,000             --               --
     Payment of note payable, related party .....................................            --               --            (25,000)
     Capitalization of deferred registration costs ..............................         104,382             --               --
                                                                                        ---------        ---------        ---------
Net cash provided by (used for) financing activities ............................          49,157          (90,208)         (95,995)
                                                                                        ---------        ---------        ---------

Increase (decrease) in cash and cash equivalents ................................         (10,489)          13,770            1,028

Cash and cash equivalents, beginning of year ....................................          15,950            2,180            1,152
                                                                                        ---------        ---------        ---------

Cash and cash equivalents, end of year ..........................................       $   5,461        $  15,950        $   2,180
                                                                                        =========        =========        =========

Supplement Disclosures Of Cash Flow Information
     Cash payments for Interest .................................................       $ 106,854        $ 104,231        $   8,576
     Cash payment for Income Taxes ..............................................       $    --          $   --           $   3,000

                                                 See notes to financial statements.

                                                                 F-4
</TABLE>
<PAGE>
                     HYTK INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                     Years ended May 31, 1991, 1990 and 1989

Note 1.  Nature of Business and Significant Accounting Policies

     The  Company's   operations   were  in  the   telecommunications   industry
specializing in the sales, installations and maintenance of telephone systems.

         A summary of the Company's significant accounting policies follows:

         Principles of consolidation:

         HYTK Industries,  Inc. was formerly known as Digitel of Las Vegas, Inc.
         As  of  June  1,  1987,  the  Company's  interconnect  operations  were
         transferred  to  a  wholly-owned  subsidiary  formed  by  the  Company,
         Digitel,  Inc. , and the Company operates under the Digitel, Inc. name.
         HYTK Industries Inc. acts only as a holding company for its subsidiary.

         The  consolidated  financial  statements  include the  accounts of HYTK
         Industries Inc. and its wholly-owned  subsidiary,  Digitel, Inc. and US
         Voice  Corporation  (fiscal 1989 only).  All  significant  intercompany
         accounts and transactions have been eliminated.

         US Voice  Corporation,  a wholly-owned  subsidiary of the Company,  was
         incorporated  on January 12, 1989 to sell voice mail  equipment  and to
         lease  voice  mail  boxes on a  monthly  basis.  On  October  1,  1989,
         operations of US Voice Corporation were discontinued.

         Ditigel, Inc. operated in the telecommunications industry, specializing
         in the sales,  installation and maintenance of telephone and voice mail
         systems.   On  June  30,  1992,   operations  of  Ditigel,   Inc.  were
         discontinued.

     Inventories:

     Inventories,  consisting of supplies,  telephone  equipment and parts,  are
stated at lower of cost (first-in, first-out method) or market.

     Equipment and leasehold improvements:

         Equipment and leasehold  improvements,  including assets acquired under
         capital leases, are recorded at cost, and depreciation and amortization
         are computed  primarily  using  accelerated  methods over the following
         estimated  useful lives of the assets:  Years Equipment 5-10 Vehicles 5
         Leasehold improvement 5 Furniture and fixtures 7

    Recognition of revenue:

         The  Company   recognizes  sale  and  installation   revenue  upon  the
         completion  of the  installation.  Maintenance  revenue  is  recognized
         ratably over the term of the maintenance contract.
<PAGE>

     Earnings per share data:

         Earnings  per share  have been  computed  on the basis of the  weighted
         average number of shares of common stock outstanding during the year.

         Outstanding  warrants  have not been  included  in the  computation  of
         income per share as the effect of such would be anti-dilutive.

    Reclassifications:

         Certain  items in the  financial  statements  were  reclassified  to be
         consistent  with the  classifications  adopted  for prior  years.  This
         reclassification has no effect on net income or stockholders' equity.

    Deferred registration costs:

         Deferred  registration  costs have been incurred in  connection  with a
         proposed public offering of preferred stock and warrant offering. Costs
         incurred in connection  with the warrant  offering were offset  against
         the proceeds of that  offering.  The preferred  stock offering has been
         abandoned and, as such, the deferred registration costs associated with
         that offering have been expensed.

    Cash equivalents:

         The Company  considers all  certificates of deposits with maturities of
         three months or less as of year end to be cash equivalents.

Note 2.  Investments in Marketable Securities

         During  the  fiscal  year  ended May 31,  1989,  the  Company  advanced
         $200,000 to an  unrelated  third party to finance  the  acquisition  of
         Above   Technologies.   Inc.  As  consideration   for  advancing  Above
         Technologies,  Inc. working capital funding,  and as consideration  for
         consulting  services  rendered  to  Above  Technologies,  Inc.  by  the
         Company,  the  Company  received  a total of  480,588  shares  of Above
         Technologies,  Inc. common stock. Please see the Company's 10-KSB/A for
         the fiscal year ended May 31, 1989 for more detail on this transaction.
         The market value of Above  Technologies,  Inc. stock as of May 31, 1991
         and 1990 was $12,000 and $148,177, respectively.

Note 3.  Notes Payable, Related Party

         During the year ended May 31, 1991, an  officer/director of the Company
         advanced the Company $25,000.  The advance accrued interest at the rate
         of 10 percent per annum and principal and interest are due November 30,
         1992.

Note 4.  Lease Commitments and Related Party Transaction

         The  Company   leased   office   space  from  a  related   party  on  a
         month-to-month  basis for $900 per month,  which  included  secretarial
         services through 1991.

         Ditigel,  a subsidiary  of the Company,  leased  office space under two
         operating leases expiring in October 1991 and March 1994 for $1,532 and
         $4,608 per month, respectively.
<PAGE>
Note 5. Going Concern

         The Company has ceased  operations  and  disposed of most of its assets
         and is now inactive.  Consequently,  it is not a going concern.  Unless
         additional funds and business  activity come into the Company,  it will
         remain inactive.

Note 6.  Explanation of Financial Statement Presentation

         Pursuant  to a May 20,  1992  Asset  Purchase  Agreement,  the  Company
         transferred  nearly  all  of  the  assets  then  owned  by  Digitel  to
         Southwestern  Communications,  Inc., a Nevada corporation f/k/a Western
         Communications, Inc. ("Southwestern").  By means of this Agreement, the
         Company sold all of Digitel's machinery,  equipment,  tangible personal
         property, inventory, and accounts receivable to Southwestern.  The only
         asset not transferred to Southwestern was a Honda automobile encumbered
         by a lease  contract  with  Honda  Leasing.  As  consideration  for the
         transfer,   Southwestern  assumed   approximately   $675,000  worth  of
         Digitel's debts. No additional consideration was paid because the debts
         to be  assumed  were  equal to or  exceeded  the  value  of the  assets
         transferred. Southwestern provided notice of this bulk sale pursuant to
         the  provisions  of Article 6 of the  Uniform  Commercial  Code.  Prior
         management indicated that the decision to sell Digitel was based on the
         fact that Digitel had experienced net losses in the prior two years and
         Digitel's  liabilities exceeded its assets at the time of the transfer.
         Gordon Beckstead,  then the Company's president and director, was a 40%
         owner of Southwestern at the time of this transaction.

         During  fiscal  year 1994,  Digitel's  articles of  incorporation  were
         suspended  by the State of Colorado for failure to file its 1993 annual
         report.  The  Company  has no current  intentions  to revive  Digitel's
         charter  and will likely seek to  voluntarily  dissolve  Digitel in the
         near future.  Accordingly,  the Company has not  included  Digitel as a
         consolidated  subsidiary on the attached financial statements.  Rather,
         such activity is reported as "other  assets,  discontinued  operations,
         net of  associated  liabilities " or "other  liabilities,  discontinued
         operations,  net of  associated  assets."  Since the bulk sale occurred
         just prior to the May 31, 1992 year end, the response to  notifications
         of assumption of debt of Southwestern  extended into the year ended May
         31,  1993.   Accordingly,   the  final   disposal  of  "Other   assets,
         discontinued  operations,  net of  associated  liabilities " and "other
         liabilities,  discontinued  operations,  net of associated assets" also
         extended into the year ended May 31, 1993.  Consequently,  there are no
         liabilities dealing with the bulk transfer subsequent to May 31, 1993.

         Prior to the transfer of Digitel,  the Company also had made  transfers
         of its other  subsidiaries and interests in U.S. Voice and Cactus Club.
         As with Digitel,  these  activities are also reported as  "discontinued
         operations" in the financial statements through May 31, 1991.

Note 7.  Income Taxes

         The   provision   for  income  taxes   included  in  the   accompanying
         consolidated statements of operations differs form the statutory amount
         for the following:


                  Years Ended May 31,
                    1991 1990 1989
               Income tax expense
                  at statutory federal tax rate   $   -    $   10,300   $ 79,100
               Graduated tax rates                    -        (6,400)   (5,200)
                                                 ---------     -------- --------
                                                  $   -    $    3,900   $ 73,900
                                                 ===============================
<PAGE>

         The  provision for income taxes of $3,900 at May 31, 1990 was offset by
         the  net tax  benefit  of  $19,000  form  the  loss  from  discontinued
         operations.  A net operating loss of approximately $44,000 generated in
         the current  year was carried  back to prior years  resulting  in a net
         income tax receivable at May 31, 1990 of $15,100.

         The credits  arising from the  utilization  of net operating loss carry
         forwards  have  been  reflected,   in  the  accompanying   consolidated
         statement of operations, as an extraordinary item.

         As of May 31, 1991, the Company had a net operating  loss  carryforward
         of  approximately  $540,000  potentially  available  to  offset  future
         taxable income.  However,  the Company's ability to utilize such losses
         to offset  future  taxable  income is subject  to  various  limitations
         imposed by the rules and regulations of the Internal Revenue Service.

Note 8.  Stock Option Plan

         The  Company  adopted a  qualified  stock  option  plan under which 179
         shares of its $0.001 par value common  stock were  reserved for options
         to  employees.  Option  prices  would be the fair market value (110% of
         fair market value if the optionee had more than 10% voting  control) of
         the common  stock on the date the options are  granted.  The term of an
         option  shall be for a period of no longer than ten years from the date
         of the grant of the option.  The Plan expired May 20, 1995.  No options
         have been granted to date.

Note 9.  Stockholders' Equity

         On September  1, 1991 the Company  effected a 1-for-140  reverse  stock
         split of its common stock and on November 1, 1995 the Company  effected
         a 1-for-40  reverse stock split of its common  stock.  All reference to
         quantities  of common stock have been adjusted to reflect both the 1991
         and 1995 reverse stock splits.

         During the year ended May 31, 1988 the  Company  approved a stock bonus
         plan for its  employees.  The plan  approved 90 shares to be set aside,
         20% to be issued in the current  year,  and 10% yearly for eight years.
         During  the  years  ended May 31,  1991,  1990 and  1989,  the  Company
         distributed under this plan, 7, 5 and 6 shares,  respectively amounting
         to $217, $700, and $182 each.

         On May 26, 1989, the Company issued 2,679  restricted  shares of common
         stock to the Workman Family  Partnership  (WFP), a general  partnership
         controlled  by William  Workman,  then a director  of the  Company,  in
         exchange for its interest in an office and warehouse complex.

Note 10. Profit-Sharing Trust

         During  the  year  ended  May  31,  1988,  the  Company  established  a
         profit-sharing   trust   for  its   employees   who  meet   eligibility
         requirements  set forth in the Plan.  The annual  contributions  to the
         Plan were to be determined  by the board of  Directors,  with a maximum
         amount  equal  to 15  percent  of gross  salaries.  The  amount  of the
         contribution for the years ended May 31, 1989 and 1988 were $40,000 and
         $30,712, respectively.

         During the year ended May 31,  1989,  the Plan settled the May 31, 1988
         accrued profit sharing  contribution  of $ 30,711 by issuing 152 shares
         of the  Company's  $.001  par value  common  stock and 67 shares of its
         treasury stock.

         During the year ended May 31,  1990,  the Plan settled the May 31, 1989
         accrued profit sharing contribution of $40,000 by issuing 714 shares of
         the Company's $.001 par value common stock.
<PAGE>
         On February 8, 1991,  Digitel  adopted a 401(k) Profit Sharing Plan and
         Trust,  which  became  effective on January 1, 1991.  All  employees of
         Digitel are eligible to  participate,  after having  satisfied  certain
         eligibility  requirements.  A Plan  participant may contribute up to 10
         percent of his salary to the Plan  (subject  to Internal  Revenue  Code
         limits), with Digitel making a matching contribution initially equal to
         25 percent of the amount contributed by the participant.

Note 11. Supplemental data to consolidated statement of cash flows

         Excluded  from the  consolidated  statement of cash flows for the years
         ended  May 31,  1990  and 1989  were the  effects  of  certain  noncash
         investing  and  financing  activities  as follows:  (1991)  Issuance of
         common stock for compensation for $32,425, Issuance of common stock for
         deferred stock  compensation  for $218,423;  (1990)  Issuance of common
         stock for  compensation  for $700;  (1989)  Acquisition  of  marketable
         securities for consulting services for $118,541.

Note 12. Discontinued operations

         During the year ended May 31, 1989, the Company commenced operations of
         one of its  wholly-owned  subsidiaries,  US  Voice  Corporation,  which
         provided voice mail equipment and leasing of voice mail boxes. US Voice
         Corporation  incurred a considerable  loss during its start-up,  and on
         October 1, 1989, management decided to discontinue its operations.  The
         company  disposed of its net assets  relating to the  operations  of US
         Voice Corporation,  resulting in a gain of $2,403. The Company incurred
         a loss from discontinued  operations of US Voice Corporation of $50,511
         net of an income  tax  benefit  of  $22,704  for the year ended May 31,
         1990.

Note 13. Subsequent Events

         On September  1, 1991 the Company  effected a 1-for-140  reverse  stock
         split of its common stock and on November 1, 1995 the Company  effected
         a 1-for-40  reverse stock split of its common  stock.  All reference to
         quantities  of common stock have been adjusted to reflect both the 1991
         and 1995 reverse stock splits.

<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this 12TH day of September 1997.

         HYTK Industries, Inc.


            /s/Ken Kurtz
          -----------------
           Ken Kurtz, President

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.

       Signature                         Title                      Date
                                  President and Director     September 12, 1997
      /s/Ken Kurtz
      ------------
       Ken Kurtz
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
AUDITED CONDENSED FINANCIAL  STATEMENTS FILED WITH THE COMPANY'S MAY 31, 1991
ANNUAL  REPORT ON FORM  10-KSB  AND IS  QUALIFIED  IN ITS  ENTIRETY  BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000775351
<NAME>                        HYTK INDUSTRIES INC.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLAR
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                           MAY-31-1991
<PERIOD-START>                              JUN-01-1990
<PERIOD-END>                                MAY-31-1991
<EXCHANGE-RATE>                                      1
<CASH>                                           5,461
<SECURITIES>                                    12,000
<RECEIVABLES>                                   22,250
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                27,711
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 420,058
<CURRENT-LIABILITIES>                            6,800
<BONDS>                                              0
                                0
                                         25
<COMMON>                                       373,933
<OTHER-SE>                                     420,058
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                          158,080
<TOTAL-COSTS>                                  369,782
<OTHER-EXPENSES>                             6,204,512
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (527,862)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (527,862)
<DISCONTINUED>                                (204,512)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (732,374)
<EPS-PRIMARY>                                   (37.17)
<EPS-DILUTED>                                   (37.17)
        


</TABLE>


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