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, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934
For the transition period from to .
Commission File No. 33-2474-LA
SBB, INC.
(Exact name of Registrant as specified in its charter)
UTAH 93-0915593
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4045 SOUTH WASATCH BLVD. #303 SALT LAKE CITY, UTAH 84124
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 274-8600
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. [ X ]
Revenue for the year ended 1997: $ 2,718.
As of March 3, 1998 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 March 3, 1998 the number of shares outstanding of the Registrant's
Common Stock was 1,018,390.
Documents incorporated by reference: Not applicable.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
SBB, Inc., ("the Company") was formed as a corporation in the State
of Utah on December 26,
1985 for the purpose of investing in any and all types of assets, properties
and businesses, and to seek, investigate
and acquire an interest in business opportunities. In October, 1986 a
Registration Statement on Form S-18 was
declared effective by the Securities and Exchange Commission. Pursuant to the
public offering, the Registrant
sold 2,000,000 Units, each Unit consisting of five shares of common stock and
A warrants to purchase eighty
shares and B warrants to purchase eighty shares. The public "blind pool"
offering resulted in net proceeds of
approximately $ 748, 262 (after expenses and commissions).
During the following three years the Company entered into several
letters of intent which were
subsequently terminated. Additionally, the Company made loans totaling
approximately $575,000 to unaffiliated
entities. Since 1988 the Company attempted unsuccessfully to collect these
loans. Since 1988, funds remaining
after the public offering, and funds collected from defaulting debtors, were
expended for company expenses and
compensation to the Company's president.
The Company is currently seeking a business opportunity to 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 1998, the Company has not
been able to obtain any
reliable trading history for the period reported. During the year ended
December 31, 1997 there appeared to be
little or no trading in the stock of the Company. As of March 3, 1998, the
Company had 385 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 material revenue during the year ended December
31, 1997 (interest income
of $2,718). Total stockholders' equity was $41,846, as compared to $(300) at
December 31, 1996. During the
year, the Company issued 85,000,000 shares (pre reverse split - see discussion
below) for a note for $85,000.
During the year, $40,000 of the note was collected and paid to a corporate
director as past compensation.
After the issuance of the 85,000,000 shares, the shareholders of the
Company voted for a 1 for
1,000 reverse stock split. After the reverse stock split, the Company issued
another 850,000 shares for $8,500
that was used to pay professional fees in the preparation of annual and
quarterly reports that were filed during
the year.
As of December 31, 1997, the Company currently has $42,717 in notes
and interest receivable
as assets of the Company and taxes and other accrued expenses of less than
$1,000. The Company currently has
no cash.
LIQUIDITY AND CAPITAL RESOURCES
At year-end the Company's assets totaled $ 42,717, of which $40,000
was a note receivable. The
Company had no cash. The Company 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 sustained losses of $(51,354) and $(100) for the years
ended December 31,1997
and December 31, 1996 respectively. Revenues of $2,717 and $0 for the two
periods represented interest earned
on temporary cash investments and loans. Expenses of $51,354 and $100 for
the periods consisted of
professional services, officer compensation and other administrative expenses
incurred while the Company was
seeking out business ventures.
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, 1997.
Statements of Operations for the years ended December 31, 1997 and
December 31, 1996 and
from December 26, 1985 to December 31, 1997.
Statement of Stockholders' Equity for the years ended December 31,
1997 and December 31,
1996 and from December 26, 1985 to December 31, 1997.
Statement of Cash Flows for the years ended December 31, 1997 and
December 31, 1996 and
from December 26, 1985 to 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.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. 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 (1998) Since Position with the Company
Robert B. Wallace 62 1998 President, CEO and Director
ROBERT B. WALLACE, Phd. President, CEO, Secretary/Treasurer and Director
since 1998. Mr. Wallace
Obtained a Bachelor of Science degree from Brigham Young University, Provo,
Utah in 1962, his Masters of
Science from Arizona State University, Tempe, Arizona in 1963, and his PH.D
from U.S.C., Los Angeles,
California, in 1973. For the past five years Mr. Wallace has co-owned and
managed Vista Homes, a family
owned construction company.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the current fiscal year, no one in the Company's management
received more than $60,000 in
compensation. The Company's prior President received $ 5,000 in compensation
for the year 1997.
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
During the year 1997, a company director was paid $40,000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 3, 1998, the number of shares
of the Company's common
stock owned by persons who owned of record, or was known to own beneficially,
more than 5% of the
outstanding shares of the Company's common stock, sets forth the number of
shares of the Company's current
directors and officers, and sets forth the number of shares owned by all of
the Company's directors and officers
as a group:
The beneficial owners listed have sole voting and investment power with
respect to the shares unless
otherwise indicated.
Amount and Nature
Name and Address of Beneficial
Percent of
of Beneficial Owner Ownership
Class
Robert B. Wallace - -
Officers and Directors
as a Group (one) - -
International Advisory, Inc. 935,000 89.3
3340 Topaz, Suite 210
Las Vegas, Nevada 89121
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not entered into any
transactions with management which are to be reported under this Item.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch Bierwolf & Company, CPA
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, 1997.
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.
SBB, Inc.
By: Robert B. Wallace
/s/ Robert B. Wallace
Dated: March 10, 1998
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/ Robert B. Wallace President and Director
(Principal Executive and
Financial Officer) March 10, 1998
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheets - December 31, 1997.
Statements of Operations - For the years ended December 31, 1997 and
December 31, 1996 and from December 26, 1985 to December 31, 1997.
Statement of Stockholders' Equity - For the period from (inception)
December 26, 1985 to December 31, 1997.
Statement of Cash Flows - For the years ended December 31, 1997 and
December 31, 1996 and from December 26, 1985 to December 31, 1997.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of SBB, Inc
We have audited the accompanying balance sheet of SBB, Inc. ( a Utah
corporation) ( a development
stage company) as of December 31, 1997 and the related statements of income,
retained earnings,
and cash flows for the year then ended and for the period from January 1, 1989
to December 31,
1997. These financial statements are the responsibility of the Company's
management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial
statements of SBB, Inc. as of December 31, 1988 and for the period from
December 26, 1985 to
December 31, 1988 were audited by other auditors whose report dated September
25, 1989
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the
financial position of SBB, Inc. as of December 31, 1997 and the results of
its operations and its cash
flows for the year then ended and for the period from January 1, 1989 to
December 31, 1997 in
conformity with generally accepted accounting principles.
Salt Lake City, Utah
March 10, 1998
SBB, INC.
( A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1997
CURRENT ASSETS
Cash $ -
Interest receivable 2,717
Total Current Assets 2,717
OTHER ASSETS
Notes receivable (Note 4) $ 40,000
TOTAL ASSETS $ 42,717
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 471
Taxes Payable (Note 1)
400
Total Current Liabilities 871
STOCKHOLDERS' EQUITY
Common Stock 800,000,000 shares
authorized at $.001 par value;
1,046,677 shares issued and outstanding 1,047
Capital in Excess of Par Value 845,715
Deficit Accumulated During Development Stage
(804,91 6)
Total Stockholders' Equity 41,846
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,717
SBB, INC.
(A Development Stage Company)
Statements of Operations
From Inception
For the Year For the Year on
December 26,
Ended Ended 1985
through
December 31, December 31,
December 31,
1997 1996
1997
REVENUE
Interest Income $ 2,717 $ - $ 42,387
EXPENSES
Amortization - - 50
Bad Debt - - 578,084
Dues and Fees - - 3,098
Interest - - 654
Office Expenses - - 4,267
Officer Compensation 45,000 - 143,825
Professional Services 8,971 - 113,559
Travel -
- - 2,466
Total Expenses 53,971 - 846,003
NET INCOME (LOSS) - Before Taxes $(51,254) $- $ (803,616 )
Taxes (Note 1) 100 10
1,300
INCOME (LOSS) $ (51,354) $ (100 )
$ (804,916 )
Loss Per Common Share (Note 1) $ (.27) $ -
$ (10.37)
Average Outstanding Shares 189,640 83,390
77,642
SBB, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on December 26, 1985 through December 31, 1997
Deficit
Accumulated
Capital in During
Common Common Excess of Development
Shares Stock Par Value
Stage
Balance at Inception
on December 26, 1985 - $ - $ - $ -
Issuance of 5,000 shares
to officers & directors for
cash at $1.00 per share 5,000 5 4,995 -
Issuance of 10,000 shares
of common stock to the public
in February of 1987 for
$10 per share 10,000 10 99,990 -
Deferred offering costs offset
against capital in excess
of par value - - (35,388) -
Net loss from inception on
December 26, 1985
through December 31, 1987 - -
- (8,954)
Balance, December 31, 1987 15,000 15 69,597 (8,954)
Issuance of 68,390,000 shares
upon exercise of A Warrants for
$10 per share (less brokerage
fees of $250) 68,390 68 683,582 -
Net loss for the year ended
December 31, 1988 - -
- (223,378)
Balance, December 31, 1988 83,390 83 753,179 (232,332)
Net loss for the year
ended December 31, 1989 - -
- (387,263)
Balance, December 31, 1989 83,390 83
753,179 (619,595)
Net loss for the year
ended December 31, 1990
(12,292)
Balance, December 31, 1990 83,390 83
753,179 (631,887)
continued
SBB, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on December 26, 1985 through December 31, 1997
Deficit
Accumulated
Capital in During
Common Common Excess of Development
Shares Stock Par Value
Stage
Net loss for the year ended
December 31, 1991 - -
- (8,222)
Balance, December 31, 1991 83,390 83
753,179 (640,109)
Net loss for the year ended
December 31, 1992 - -
- (12,040)
Balance, December 31, 1992 83,390 83
753,179 (652,149)
Net loss for the year ended
December 31, 1993 - -
- (180)
Balance, December 31, 1993 83,390 83
753,179 (652,329)
Net loss for the year ended
December 31, 1994 - -
- (97,024)
Balance, December 31, 1994 83,390 83
753,179 (749,353)
Net loss for the year ended
December 31, 1995 - -
- (4,109)
Balance, December 31, 1995 83,390 83
753,179 (753,462)
Net loss for the year ended
December 31, 1996 - -
- (100)
Balance, December 31, 1996 83,390 83
753,179 (753,562)
Issuance of 85,000 shares for
cash and note receivable
at $1 per share 85,000 85 84,915 -
Issuance of 850,000 shares for
cash at $.001 per share 850,000 850 7,650 -
Rounding from reverse stock
split (Note 3) 28,287 29 (29)
Net loss for the year ended
November 25, 1997 - -
- (51,354)
Balance, December 31, 1997 1,018,390 $ 1,047 $
845,715 $ (804,916)
SBB, INC.
(A Development Stage Company)
Statements of Cash Flows
For the Period
For the Period For the Year From
Inception on
Ended Ended
December 26,1985
December 31, December 31,
to December 31,
1997 1996
1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $(51,354) $ (100) $(804,916)
Amortization - - 50
Bad Debts - - 568,666
Increase in Interest Receivable (2,717) - (2,717)
Increase (Decrease)
in Accounts Payable 471 - 471
Increase in Taxes Payable 100 100
400
Expenses paid by note
receivable holder 40,000 - 40,000
(13,500) - (198,046)
CASH FLOWS FROM
INVESTING ACTIVITIES
Loans to other Entities - - (730,000)
Collection of Loans - - 161,333
Organization Costs - -
(50)
- - (568,717)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock (Net) 13,500 - 766,763
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -
- -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ -
$ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ 656
Income Taxes $ - $ - $ 900
SBB, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company was organized under the laws of the state of Utah on
December 26, 1985.
The Company was incorporated for the purpose of investing in any and all
types of assets,
properties and businesses and is considered a development stage company
as defined in SFAS
No 7.
INCOME (LOSS) PER SHARE
The computation of income (loss) per share of common stock is based
on the weighted
average number of shares outstanding during the period.
INCOME TAXES
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income
taxes" in the fiscal year ended December 31, 1989 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes"
requires an asset and liability approach for financial accounting and
reporting for income tax
purposes. This statement recognizes (a) the amount of taxes payable or
refundable for the
current year and (b) deferred tax liabilities and assets for future tax
consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting
transactions for tax and financial reporting purposes. There were no
temporary differences
at December 31, 1997 and earlier years; accordingly, no deferred tax
liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of
approximately $581,000
at December 31, 1997. No effect has been shown in the financial
statements for the net
operating loss carryforwards as the likelihood of future tax benefit from
such net operating
loss carryforwards is not presently determinable. Accordingly, the
potential tax benefits of
the net operating loss carryforwards, estimated based upon current tax
rates of $197,500 at
December 31, 1997 have been offset by valuation reserves of the same
amount. The net
change in deferred tax asset and offsetting valuation reserve amounted to
$17,500 for 1997.
The Company has available $581,000 in net operating loss
carryforwards that will begin
to expire in the year 2000. The Company has accrued $100 per year
minimum state income
taxes.
SBB, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997
NOTE 2 - 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, assets,
liabilities and
earnings involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
NOTE 3 - REVERSE STOCK SPLIT
In 1997, the shareholders approved a 1 for 1,000 share reverse stock
split. This change
has been made retroactive to the beginning balances of this financial
statement. At the time
of the reverse split, the company reverse split all shares to no less
than 100 shares. All
shareholders holding less than 100 shares were not changed.
NOTE 4 - STOCK TRANSACTION
In 1997, the Board of Directors approved the sale of 85,000 shares
(post split) for $5,000
cash and an $80,000 note at 10% interest. The note is due at the time
the company qualifies
for a NASD bulletin board listing. $40,000 of this note was paid in
November, 1997.
Also in 1997, the Board of Directors approved the sale of 850,000
shares (post split) for
$8,500 or $.001 per share.
We hereby consent to the use of our audit report of SBB, Inc. dated March 10,
1998 for the year
ended December 31, 1997 in the Form 10KSB Annual Report for the year 1997.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
March 10, 1998
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<PERIOD-END> DEC-31-1997
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