UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 033-02248-FW
Compuloan Originations, Inc.
(Exact name of Registrant as specified in its charter)
UTAH 75-2072205
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 South Union Park Center #600, Salt Lake City, Utah 84047
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 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. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ]
Revenue for the year ended December 31, 1998: $ 0.
As of October 20, 1999 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the
low or almost non-existing trading of the Registrant's Securities.
As of October 20, 1999 the number of shares outstanding of the Registrant's
Common Stock was 7,800,659.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Compuloan Originations, Inc. ("the Company")was organized in April 1995 in
the State of Utah under the name "Intellichip Holdings Corporation"
Subsequently, the name was changed to "Compuloan Originations, Inc." in
connection with the stock purchase of Compuloan Financial Services, L.L.C. a
Utah company organized in January of 1995. Although originally formed to
engage in promoting and providing commercial and residential mortgages, the
company's management anticipates merging with an as yet unidentifie siness
in the future.
The Company is currently seeking a business opportunity merge with or
acquire, but to date has not located in any such business opportunities.
There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently operates from the office of the Company's President
and pays no rent or expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 1999, the Company has not been able
to obtain any reliable trading history for the period reported. During the
year ended December 31, 1998 there appeared to be little or no trading in the
stock of the Company. As of October 20, 1999, the Company had approximately
342 shareholders of record.
The Company has not declared any cash dividends on its Common Stock since
inception and its Board of Directors has no present intention of declaring
any dividends. For the foreseeable future, the Company intends to retain all
earnings, if any, for use in the development and expansion of its business.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
The Company had no revenue during the year ended December 31, 1998. Total
stockholders' equity was $(915,692), as compared to $(874,070) at December
31, 1997. The Company has no operating capital for future operations.
Liquidity and Capital Resources
The Company has no liquid assets and is currently in the process of looking
for business opportunities to merge with or acquire. At minimum, the Company
will need to raise additional capital through private funding to meet the
financial needs of being a reporting company. There is no guarantee that the
Company will be successful in obtaining necessary funding to develop any
business opportunities.
Results of Operations
The Company reported a net loss of $(41,622) for the year ended December
31, 1998, compared to a loss of $(41,622) for the previous year. The
Company anticipates very little or no overhead from future operations until a
successor business can be acquired or merged. The only expenses anticipated
in the future is minimum state income taxes, professional fees, and directors
fees.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its subsidiaries
have been filed as part of this report (see Item 8 "Financial Statements and
Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of December 31, 1998.
Statements of Operations for the years ended December 31, 1998 and
December 31, 1997.
Statement of Stockholders' Equity for the period from December 31, 1996 to
December 31, 1998.
Statement of Cash Flows for the years ended December 31, 1998 and December
31, 1997.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the
financial statements or notes thereto.
PART III
ITEM 8. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's Board
of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
Directors and Executive Officers
Age Director
Name (1999) Since Position with the Company
James Jeppson 54 1995 President, CEO and Director
278 West Hillside Circle
Alpine UT 84004
ITEM 9. EXECUTIVE COMPENSATION
Compensation of Executive Officers and Directors
During the current fiscal year, no one in the Company's management received
compensation.
Employment Agreements and Other Compensation Arrangements
There are currently no agreements with members of management as to
employment or compensation.
Compensation of Non-Employee Directors
There is currently no compensation paid to non-employment directors.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
James Jeppson 0 0 %
278 West Hillside Circle
Alpine UT 84004
Item 11. Certain Relationships and Related Transactions
Other than executive compensation, during the reported year the Registrant
did not enter into any transactions with management which are to be reported
under this Item.
Item 12. Exhibits, and Reports on Form 8-K
(A) Exhibits
Exhibit
No. Description
23.01 Consent of Crouch, Bierwolf & Chisholm
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1998.
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.
Compuloan Originations, Inc.
By: James Jeppson
/s/ James Jeppson
Dated: October 20, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ James Jeppson President and Director
(Principal Executive and
Financial Officer) October 20, 1999
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Consolidated Financial Statements:
Consolidated Balance Sheet - December 31, 1998.
Consolidated Statements of Operations - For the years ended December 31,
1998 and December 31, 1997.
Consolidated Statements of Stockholders' Equity - For the period from
December 31, 1996 to December 31, 1998.
Consolidated Statements of Cash Flows - For the years ended December 31,
1998 and December 31, 1997.
Notes to Consolidated Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Compuloan Originations, Inc.
We have audited the accompanying consolidated balance sheet of Compuloan
Originations, Inc. as of December 31, 1998 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Compuloan Originations, Inc. as of December 31, 1998 and the results of its
operations and cash flows for the years ended December 31, 1998 and 1997 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 2.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Salt Lake City, Utah
October 20, 1999
Compuloan Originations, Inc.
Consolidated Balance Sheet
ASSETS
December 31,
1998
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 832,448
Accrued interest 83,244
Total Liabilities 915,692
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value;
10,000,000 shares authorized;
7,800,659 shares issued
and outstanding 780
Additional paid-in capital 1,796,250
Retained Deficit (2,712,722)
Total Stockholders' Equity (915,692)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ -
Compuloan Originations, Inc.
Consolidated Statements of Operations
For the Years Ended
December 31,
1998 1997
REVENUES $ - $ -
EXPENSES
General & Administrative - -
TOTAL EXPENSES - -
Net Loss From Operations - -
OTHER (EXPENSES)
Interest Expense (41,622 ) (41,622 )
TOTAL OTHER (EXPENSES) (41,622 ) (41,622)
NET LOSS (41,622 ) (41,622)
LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE SHARES
OUTSTANDING 7,800,659 7,800,659
Compuloan Originations, Inc.
Consolidated Statement of Stockholders' Equity
For the years ended December 31, 1998 and 1997
Additional
Common Stock Paid-in Retained
Shares Amount Capital Deficit
Balance as of
December 31, 1996 7,800,659 $ 780 $ 1,796,250 $ (2,629,463)
Net (loss) - - - (41,622)
Balance as of
December 31, 1997 7,800,659 780 1,796,250 (2,671,085)
Net (loss) - - - (41,622)
Balance as of
December 31, 1998 7,800,659 $ 780 $ 1,796,250 $ (2,712,707)
Compuloan Originations, Inc.
Consolidated Statements of Cash Flows
For the years ended
December 31,
1998 1997
Cash Flows from Operating Activities
Net loss $ (41,622) $ (41,622)
Less non-cash items:
Increase in accrued interest 41,622 41,622
Net Cash Provided (Used) by
Operating Activities - -
Cash Flows from Investing Activities - -
Cash Flows from Financing Activities
Cash from stock issuance - -
Net Cash Provided (Used) by
Financing Activities - -
Increase in Cash - -
Cash and Cash Equivalents at
Beginning of Period - -
Cash and Cash Equivalents at
End of Period $ - $ -
Supplemental Cash Flow Information:
Cash paid for:
Interest $ - $ -
Income taxes $ - $ -
Compuloan Originations, Inc.
Notes to the Consolidated Financial Statements
December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The consolidated financial statements presented are those of Compuloan
Originations, Inc. (Originations). Originations was incorporated in April of
1995 under the laws of the State of Utah as Intellichip Holdings Corporation.
Originations owns Compuloan Financial Services Group, L.L.C. (Financial
Services), which was incorporated under the laws of the State of Utah on
January 24, 1995. These two companies were organized to conduct and promote
the service of providing commercial and residential mortgages lop, own and
operate computer loan origination systems.
On October 20, 1995, Intellichip Holdings Corporation (Intellichip) and
Compuloan Originations, Inc. completed a stock purchase agreement whereby
Intellichip issued 5,150,000 shares of its common stock in exchange for all
of the outstanding common stock of Originations. Pursuant to this
reorganization, the name of Intellichip was changed to Compuloan
Originations, Inc.
Since the shareholders of Originations control the Company, the acquisition
was accounted for as a reorganization by Originations.
The accompanying consolidated financial statements include the accounts of
Originations from January 24, 1995, the date of the formation of Financial
Services, through December 31, 1995. Collectively, Originations and
Financial Services are referred to herein as "the Company".
There have been no significant operations since 1996.
b. Recognition of Revenue
The Company recognized income and expense on the accrual basis of accounting
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carry forwards totaling approximately $2,712,707 that will be offset against
future taxable income. These NOL carry forwards will begin to expire
in 2010. No tax benefit has been reported in the financial statements
because the Company believes there is a 50% or greater chance the carry
forward will expire unused.
Compuloan Originations, Inc.
Notes to the Consolidated Financial Statements
December 31, 1998
d. Provision for Income Taxes (continued)
Deferred tax assets and the valuation account is as follows at December 31,
1998
December 31,
1998
Deferred tax asset:
NOL carry forward $ 922,000
Valuation allowance (922,000)
Total $ -
e. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, liabilities involve extensive reliance on management's
estimates. Actual results could differ from those estimates.
f. Principals of Consolidation
The consolidated financial statements include those of Compuloan
Originations, Inc. and it's wholly owned subsidiary Compuloan Financial
Services Group, L.L.C. All intercompany transactions and balances have been
eliminated in the consolidation.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. The financial statements do not include any
adjustments that might result from the outcome of uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
NOTE 3 - ACCOUNTS PAYABLE
The accounts payable of the Company represents liabilities outstanding
since 1996. The Company has not had contact with their creditors for a
number of years, and it is presumed that some or most of the liabilities,
except the tax liabilities have been written off and will not have to be
paid. The Company is presenting its entire list of payables, including
accrued interest, as liabilities in case all of the payments have to be
made, but Company management estimates that most of the liabilities will be
o a small fraction of their original amount or settled either by Company
management personally, stock conversion, or payment by third party. It is
not possible to estimate the ultimate gain from such negotiation at this time.
We hereby consent to the use of our audit report of Compuloan Originations,
Inc. dated October 20, 1999 for the year ended December 31, 1998 in the
Form 10KSB Annual Report for the year 1998.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
October 29, 1999
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