U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1997
or
[ ] 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 0-14962
THE PARK GROUP, LTD.
(Name of Small Business Issuer as specified in its charter)
Colorado 84-1028825
- ---------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
632 Luzon Avenue Tampa, Florida 33606
- ------------------------------------------ -----------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (813) 254-5508
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock $.0001 par value
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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. Yes X No
.
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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 the aggregate market value of the voting stock held by non-affiliates
of the Registrant: Unknown
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of March 16, 1998, there were 33,690,000 shares of the Issuer's common
stock issued and outstanding.
The Issuer had no revenues for the year ending December 31, 1997.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format (check one): Yes ; No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
The Park Group, Ltd. (the "Registrant", "Park" or the "Company"),
incorporated in the State of Colorado, commenced business operations on January
24, 1986 under the name American Ventures Inc. ("AVI"). The books and records of
the Company are kept in Florida and managed by a majority stockholder of the
Corporation. The Company is commonly known as a blind pool. The Company is
currently seeking the acquisition of, or merger with an existing company.
The Company originally was incorporated to review and acquire by merger
or otherwise potentially profitable businesses. Since the Company reviewed
business opportunities before, during and after the public offering and made no
determination to become involved in any particular business enterprise prior to
its public offering, the Company's public offering was a so-called "blind pool"
in that investors were entrusting the expenditure of offering proceeds to the
discretion of the Company's management.
In March 1986, the Company filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-18 under the
Securities Act of 1933, as amended (the "Securities Act"), relating to an
offering of up to 5,000,000 Units. In August 1986, the Company closed the
offering, having received net offering proceeds aggregating $220,000.
On February 27, 1987, the Company's shareholders approved the
acquisition of The Park Group, Ltd. (the "Mortgage Company") through the private
issuance of 9,294,000 shares of AVI's common stock in exchange for all of the
issued and outstanding stock of the Mortgage Company's Common Stock. The Company
believes that the AVI shares issued in such transaction were exempt from the
registration requirements of the Securities Act. After giving effect to the
exchange, the Mortgage Company became a wholly owned subsidiary of AVI and
changed its name to Park Group Mortgage Company, Ltd. AVI changed its name to
The Park Group, Ltd. Certain officers and directors of the Mortgage Company
became officers and directors of the Company.
In September 1987, the Company sold 1,500 shares, approximately 24.6
percent, of the Mortgage Company's outstanding common stock to three individuals
not affiliated with the Company at an aggregate purchase price of $39,000.
Subsequently, the Mortgage Company's board of directors caused the Mortgage
Company to redeem the remaining shares of common stock outstanding at a
redemption price of $147,969.12, effectively transferring the ownership of the
Mortgage Company to the three individuals. In effecting the disposition of the
Mortgage Company, the Company's board of directors considered among other
factors the continuing losses experienced by the Mortgage Company; the general
economic conditions in the Denver metropolitan area; and the value of the
Mortgage Company's HUD license.
<PAGE>
Subsequent to the redemption of the shares of the Mortgage Company's
common stock owned by the Company, the Company has continued to review and
evaluate possible merger or acquisition opportunities.
The Company completed a private placement of its stock on February 13,
1995. The Company's three directors and two affiliates purchased a total of
18,000,000 shares for an aggregate purchase price of $4,500. In July 1996 the
Company amended and restated its articles of incorporation to increase the
authorized number of shares of common stock from 100,000,000 to 1,000,000,000,
and to authorize 100,000,000 shares of preferred stock the relative rights to be
established by the Board of Directors at the time of issuance.
The Company also attempted several spin-offs. In the first attempt to
spin-off, completed on November 3, 1987, Park incorporated JKN, Inc. as a wholly
owned subsidiary, and on June 15, 1988, Park caused JKN to file a registration
statement with the SEC for the purpose of registering a minority interest of its
JKN shares. The registration statement was declared effective on August 12, 1988
and Park distributed the registered JKN stock to Park's shareholders as a
dividend distribution.
On October 1, 1988, Park sold its majority interest in JKN to the
principal shareholders of GolfLinks, Ltd. Immediately thereafter, JKN acquired
all of the outstanding stock of GolfLinks, Ltd. in a reorganization. GolfLinks
continued business for only a short time subsequent to the reorganization with
JKN because of its inability to attract financing for its business plan. As a
result, GolfLinks became a dormant entity.
In September, 1993, GolfLinks was acquired by the principal
shareholders of American Lightwave, Inc. GolfLinks was merged with American
Lightwave with GolfLinks as the surviving entity, and GolfLinks subsequently
changed its name to American Communications Services, Inc. As a result of
financing needs, the management of American Communications Services, Inc. caused
a reverse stock split of one (1) share for each one hundred (100) shares
outstanding.
On October 27, 1988, Park incorporated RAN/COR Ventures, Inc., and on
December 15, 1989, Park caused RAN/COR Ventures to file a registration statement
with the SEC for the purpose of registering a minority interest of its RAN/COR
shares. The registration statement was declared effective on February 7, 1989
and Park distributed the registered RAN/COR stock to Park's shareholders as a
dividend distribution on May 15, 1989 to shareholders.
On August 26, 1989, Park sold its majority interest in RAN/COR Ventures
to the principal shareholders of Florida Special Delivery, Inc. Immediately
thereafter, RAN/COR changed its name to Florida Special Delivery, Inc.
Florida Special Delivery, Inc. continued its business for only a short time
subsequent to the acquisition of the RAN/COR shares because of its inability to
attract financing for its business plan. As a result, Florida Special Delivery,
Inc. became a dormant entity.
<PAGE>
On October 2, 1989, Park incorporated IDK Ventures, inc. as a wholly
owned subsidiary. On January 10, 1990, Park caused IDK to file a registration
statement with the SEC for the purpose of effecting a dividend distribution of
IDK shares to Park's shareholders.
Due to prior spin-offs of JKN and RAN/COR, the SEC determined that Park
was acting as a "broker" with respect to its proposed spin-off of IDK. As a
result, the SEC imposed certain requirements and conditions on Park in
connection with the proposed spin-off. In Park's opinion, these requirements and
conditions would have caused Park substantial costs, possibly exceeding any
benefit to be derived from the registration and spin-off of IDK. Consequently,
the resignation attempt was terminated and IDK was dissolved.
The Registrant is seeking the acquisition of or merger with an existing
company ("Potential Business Acquisitions"). Given the small amount of cash held
by the Registrant, the potential venture is likely to involve the acquisition of
or merger with a company which is not seeking immediate substantial amounts of
cash but one which desires to establish a public trading market for its shares.
There are numerous reasons why an existing privately-held company would seek to
become a public company through a merger or acquisition rather than doing its
own public offering. Such reasons include avoiding the time delays involved in a
public offering; retaining a larger share of voting control of the publicly-held
company; reducing the cost factors incurred in becoming a public company; and
avoiding any dilution requirements set forth under various states' securities or
blue sky laws or regulations.
The Registrant does not propose to restrict its search for Potential
Business Acquisitions to any particular industry or any particular geographic
area and may, therefore, engage in essentially any business to the extent of its
limited resources.
It is anticipated that knowledge of Potential Business Acquisitions
will be made known to the Registrant by various sources, including its officers
and directors, shareholders, professional advisors such as attorneys and
accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. In
certain circumstances, the Registrant may agree to pay a finder's fee or to
otherwise compensate such persons for services rendered in bringing about a
transaction. The amount of any such finder's fee or other compensation which may
be paid to such persons for services rendered in bringing about a transaction is
subject to future negotiation between the Registrant, the entity to be acquired
and the finder.
Selection of Opportunities
The analysis of new business opportunities has and will be undertaken
by or under the supervision of the officers and directors of the Registrant. The
Registrant has, since the date of its disposition of the Mortgage Company,
considered potential acquisition transactions with several companies but as of
this date has not entered into any definitive agreement with any party. The
Registrant has unrestricted flexibility in seeking, analyzing and participating
in Potential Business
<PAGE>
Opportunities. In its efforts to analyze potential acquisition targets, the
Registrant will consider the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;
(b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry
as a whole;
(c) Strength and diversity of management, either in place or scheduled for
recruitment; (d) Capital requirements and anticipated availability of
required funds, to be provided by the Registrant or from operations,
through the sale of additional securities, through joint ventures or
similar arrangements or from other sources;
(e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors in the circumstances
and make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Due to the Registrant's limited
capital available for investigation and management's limited experience in
business analysis, the Registrant may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
Form of Acquisition
The manner in which the Registrant participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
the Registrant and the promoters of the opportunity, and the relative
negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a
business opportunity through the issuance of common stock or other securities of
the Registrant. Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
<PAGE>
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon the issuance to the shareholders of the acquired company of at
least 80 percent common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Code, all
prior shareholders would in such circumstances retain 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution to the equity of those who were shareholders of the Registrant prior to
such reorganization.
The present shareholders of the Registrant will likely not have control
of a majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by shareholders.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
shareholders. In the case of a statutory merger or consolidation involving the
Company, it will likely be necessary to call a shareholders' meeting and obtain
the approval of the holders of a majority of the outstanding shares. The
necessity to obtain such shareholder approval may result in delay and additional
expense in the consummation of any proposed transaction and will also give rise
to certain appraisal rights to dissenting shareholders. Most likely, management
will seek to structure any such transaction so as not to require shareholder
approval.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Registrant of the related costs
incurred.
Employees
The Registrant currently has no employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company rents office space in its president's residence. No rental
has been paid to its president for the use of such space in the fiscal year
ended December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
There are not presently any material pending legal proceedings to which
the Registrant is a
<PAGE>
party or as to which any of its property is subject and no such proceedings are
known to the Registrant to be threatened or contemplated against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the fiscal quarter ended December 31, 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
A. Market for Common Stock. The Company's common stock may be traded in
the over-the-counter market. The Company is not aware of any market activity in
its stock during the fiscal year ended December 31, 1997.
B. Holders. As of March 16, 1998, there were 130 holders of 33,690,000
shares of the Company's common stock.
C. Dividends. The Registrant has not paid any cash dividends to date and
does not anticipate or contemplate paying dividends in the foreseeable future.
It is the present intention of management to utilize all available funds for the
development of the Registrant's business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
The Company incurred a net loss of $13,062 for the year ended December
31, 1997. Combined with the fact that the Company has no working capital and an
accumulated deficit of $241,043, it is management's assertion that these
circumstances may hinder the Company's ability to continue as a going concern.
As of the date of this report, management has not developed a formal plan to
raise funds for the Company's short or long term needs.
The Company completed a private placement of its stock on February 13,
1995. The Company's three directors and two affiliates purchased a total of
18,000,000 shares for an aggregate purchase price of $4,500.
The Company continues to evaluate merger proposals. In November 1994,
in connection with its goal of combining with a viable private entity, the
Company and its majority shareholders enlisted the assistance of certain
individuals. In connection with this assistance, the Company's majority
shareholder, Mr. Donica (the "Grantor"), sold options to such individuals (the
"Optionee") for nominal consideration, to purchase an aggregate of 6,196,000
shares owned by Mr. Donica at an exercise price of $.0001 per share which may be
exercised in whole at any time,
<PAGE>
or in part from time to time, beginning on the 91st day after the date (the
"Exercise Date") on which, in the Optionee's sole discretion, the Grantor ceases
to be an affiliate of the Company and ending at 5:00 p.m., E.S.T., on the fifth
anniversary of such date (the "Expiration Date").
ITEM 7. FINANCIAL STATEMENTS
Index to Financial Statements
Independent Accountants' Report
Year ended December 31, 1997
Balance Sheets
Years ended December 31, 1997 and 1996
Statement of Stockholders' Equity
Years ended December 31, 1997 and 1996
Statement of Operations
Years ended December 31, 1997 and 1996
Statement of Cash Flows
Years ended December 31, 1997 and 1996
Notes to Financial Statements
Years ended December 31, 1997 and 1996
<PAGE>
[GRAPHIC OMITTED]
The Board of Directors
The Park Group, Ltd.
We have audited the accompanying balance sheets of The Park Group, Ltd. as of
December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity and cash flows for the years then ended. 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 balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of The Park
Group, Ltd. as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended 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 3 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to this matter are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Scott & Guilfoyle
Lake Success, New York
March 9, 1998
<PAGE>
THE PARK GROUP, LTD.
BALANCE SHEET
DECEMBER 31
<TABLE>
<CAPTION>
1997 1996
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 5,386 $ 0
---------- ------------
TOTAL ASSETS $ 5,386 $ 0
========== ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,682 $ 0
Due to stockholders 19,395 4,879
Loan payable 2,250 0
---------- ------------
TOTAL CURRENT LIABILITIES 23,327 4,879
---------- ------------
STOCKHOLDER'S EQUITY
Common stock, $.0001 par value;
1,000,000,000 shares authorized,
33,690,000 issued and outstanding 3,369 3,369
Preferred stock, no par value; 100,000,000
shares authorized, none issued and outstanding
Paid-in capital 219,733 219,733
Accumulated deficit (241,043) (227,981)
---------- ------------
Total Stockholder's Equity (Deficit) ( 17,941) ( 4,879)
---------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,386 $ 0
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996 33,690,000 $3,369 $219,733 $(223,102) $ 0
Net loss for the year ended
December 31, 1996 0 0 0 ( 4,879) ( 4,879)
----------- ------ -------- --------- --------
Balance, December 31, 1996 33,690,000 3,369 219,733 (227,981) ( 4,879)
Net loss for the year ended
December 31, 1997 0 0 0 ( 13,062) (13,062)
----------- ------ -------- --------- --------
Balance, December 31, 1997 33,690,000 $3,369 $219,733 $(241,043) $(17,981)
=========== ====== ======== ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
REVENUES $ 0 $ 0
----------- ----------
OPERATING EXPENSES
Professional 9,889 3,460
General and administrative expenses 3,173 1,419
----------- ----------
TOTAL EXPENSES 13,062 4,879
----------- ----------
NET LOSS $ (13,062) $ ( 4,879)
=========== ==========
LOSS PER SHARE
Net loss per share NIL NIL
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 33,690,000 33,690,000
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(13,063) $ (4,879)
Increase (decrease) in:
Accrued expenses 1,682 0
Loans 2,250 0
-------- ---------
NET CASH USED BY OPERATING ACTIVITIES ( 9,131) (4,879)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Stockholder's loans 14,517 4,879
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,517 4,879
-------- ---------
NET INCREASE (DECREASE) IN CASH 5,386 0
BEGINNING CASH 0 0
-------- ---------
ENDING CASH $ 5,386 $ 0
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PARK GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The Corporation, incorporated in the State of Colorado, commenced business
operations on January 24, 1986. The books and records of the Company are kept in
Florida and managed by a majority stockholder of the Corporation. The Company is
commonly known as a blind pool. The Company is currently seeking the acquisition
of, or merger with an existing company.
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 and disclosures of
contingent 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 and assumptions.
Related Party Transactions
The Company's President, Herbert R. Donica, provides management, legal,
administrative services, and office space. For the years ended December 31, 1997
and 1996 there were no charges for these items.
Income Taxes
As of December 31, 1997, the Company had a $296,957 net operating loss
carryforward available to offset future taxable income through 2002.
NOTE 2 - CAPITAL STOCK
In July of 1996 the Company amended and restated its articles of incorporation
to increase the authorized number of shares of common stock from 1,000,000 to
1,000,000,000, and to authorize 100,000,000 shares of preferred stock the
relative rights to be established by the Board of Directors at the time of
issuance.
NOTE 3 - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of $13,062
and $4,879 for the years ended December 31, 1997 and 1996 respectively..
Combined with the fact that the Company has no working capital and an
accumulated deficit of $241,043, it is management's assertion that these
circumstances may hinder the Company's ability to continue as a going concern.
As of the date of this report, management has not developed a formal plan to
raise funds for neither the Company's short or long term needs.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the
Registrant and its accountants on any matter of accounting principles, practices
or financial statement disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
A. Identification of Directors and Executive Officers. The current
officers and directors will serve for one year or until their respective
successors are elected and qualified. They are:
NAME AGE DATE OF POSITION
ELECTION
Herbert R. Donica 45 February 1987 President, Chairman
632 Luzon Ave. and Director
Tampa, FL 33606
Lawrence Kaplan 54 December 1994 Secretary/
17 Riverview Terrace Director
Smithtown, NY 11787
Steven Goodman 58 December 1994 Director
24843 Del Prado #536
Dana Point, CA 92629
Herbert Donica. Mr. Donica is the controlling shareholder of the
Company and since February, 1987, has been its President, Chairman and Chief
Financial Officer. He also is an attorney with Evans & Donica P.A., and an
officer and a director of Valley Consulting.
Lawrence Kaplan. Mr. Kaplan has served as a director and secretary of
the Company since December 1994. He also is a director of American United
Global, Inc. Mr. Kaplan also is a registered representative, officer, director
and sole shareholder of G-V Capital Corp., a brokerage firm. He also is a
director of Andover Equities, Inc., a public shell company.
Steven Goodman. Mr. Goodman has served as a director of the Company
since December 1994. In July, 1995, Mr. Goodman joined Tessa Financial Group.,
as Vice President of Corporate Finance. Tessa is a regional investment banking
firm located in Orange County,
<PAGE>
California. From November, 1991, through March, 1995, Mr. Goodman was West
Coast Managing Director of Creative Business Strategies, Inc., a financial
corporate consulting firm. From 1975 to 1981, Mr. Goodman was President of
Tempo Industries, Inc., a Los Angeles based consumer products manufacturer.
Mr. Goodman was responsible for operations, business development, marketing,
sales and finance. Mr. Goodman currently serves as a director of Tivoli
Industries Inc. and Javelin Systems Inc., both of which are public companies
listed on the NASDAQ Stock Market.
B. Significant Employees. None.
C. Family Relationships. None
D. Involvement in Certain Legal Proceedings. There have been no events
under any bankruptcy act, no criminal proceedings and no judgments
or injunctions material to the evaluation of the ability and integrity of
any director, executive officer, promoter or control person of Registrant
during the past five years.
E. Compliance With Section 16(a). The Registrant is not subject to
Section 16 of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
No compensation has been paid or accrued to any officer or director of
the Registrant since 1994. The current officers and directors are not being
compensated by the Registrant. The Registrant has no current intent to issue
shares of its common stock to management in connection with an acquisition.
However, the Registrant may subsequently deem the issuance of shares to
management for services rendered in connection with an acquisition to be fair
and reasonable to the Registrant and its public shareholders in light of the
services rendered. In the event any shares are issued for services rendered by
management they shall be issued in such an amount as the Board of Directors
deems fair and reasonable to the Registrant and its public shareholders and in
compliance with management's fiduciary duties under state law. Officers and
directors will be reimbursed for actual out-of-pocket expenses incurred on
behalf of the Registrant as approved by the Board of Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A. Security Ownership of Certain Beneficial Owners. The following
persons are known to the Registrant to be officers, directors and beneficial
owners of more than five percent of the Registrant's common stock as of March
11, 1998:
<PAGE>
Amount and
Name and Address Nature of
of Beneficial Owner Beneficial Owner (1)(4) Percent of Class
- ------------------- ----------------------- ----------------
Herbert R. Donica (2)(5) 9,794,000 29.07%
632 Luzon Avenue
Tampa, Florida 33603
President, Director
Valley Consulting, Ltd.(3) 5,500,000 16.33%
545 South Sherman
Denver, Colorado 80209
Steven Goodman 3,000,000 8.9%
24843 Del Prado
Dana Point, CA 92629
Lawrence Kaplan 3,000,000 8.9%
150 Motor Parkway
Hauppauge, NY 11788
Stanley Kaplan 3,000,000 8.9%
150 Motor Parkway
Hauppauge, NY 11788
Creative Business 3,000,000 8.9%
Strategies Inc.
5353 Manhattan Circle, Suite 201
Boulder, CO 80303
ALL OFFICERS AND
DIRECTORS AS A
GROUP (3 Individuals) 15,794,000 46.9%
(1) All ownership is beneficial and of record.
(2) Includes 1,218,443 shares of common stock previously owned by the Esther
Donica Trust which was distributed to Herbert R. Donica in November of 1994.
(3) Mr. Donica is the sole shareholder of Valley Consulting, Ltd.
(4) Beneficial owners have sole voting and investment power with respect to the
shares shown unless otherwise indicated.
(5) Includes the 5,500,000 shares owned of record by Valley Consulting, Ltd.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Donica entered into an option agreement on November 29, 1994 with
Stanley Kaplan, Lawrence Kaplan, Steven Goodman and Creative Business Services,
Ltd. pursuant to which Stanley Kaplan, Lawrence Kaplan, Steven Goodman and
Creative Business Services, Ltd. may acquire an aggregate of 6,196,000 shares
from Mr. Donica and/or Valley Consulting, Ltd. at an exercise price of $.0001
per share. The options may not be exercised until after the 91st day of the
Exercise Date. Mr. Donica is the sole shareholder of Valley Consulting, Ltd.
which was assigned judgments obtained by the Company totaling $40,000 at a
purchase price of $1,000.00 in August, 1994.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits:
3.1 Certificate of Incorporation - incorporated by reference
to Exhibit 3.1 to Registration Statement on Form S-18.
3.2 Bylaws - incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-18.
27.1 Financial Data Schedule.
B. Reports on Form 8-K. No Reports on Form 8-K were filed by
the Registrant during the fourth quarter of or at any time during its fiscal
year.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
<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.
THE PARK GROUP, LTD.
By: /s/ Herbert R. Donica
Herbert R. Donica
President, Chairman and Treasurer
Date: March 15, 1998.
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.
TITLE DATE
By: /s/Herbert R. Donica Chairman, March 15, 1998
--------------------
Herbert R. Donica President,
Treasurer
and Director
By: /s/Steven Goodman Director March 15, 1998
-----------------
Steven Goodman
By: /s/ Lawrence Kaplan Secretary/ March 15, 1998
-------------------
Lawrence Kaplan Director
Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Exchange Act
by Non-reporting Issuers
No annual report to security holders or proxy material has been sent to security
holders of the Registrant.
<PAGE>
Exhibit Index
3.1 Registrant's Certificate of Incorporation filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-18.
3.2 Registrant's By-Laws filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-18
27.1 Financial Data Schedule
<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.
THE PARK GROUP, LTD.
By:
Herbert R. Donica
President, Chairman and Treasurer
Date: March 15, 1998.
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.
TITLE DATE
By: Chairman, March 15, 1998
--------------------
Herbert R. Donica President,
Treasurer
and Director
By: Director March 15, 1998
-------------------
Steven Goodman
By: Secretary/ March 15, 1998
-------------------
Lawrence Kaplan Director
Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Exchange Act
by Non-reporting Issuers
No annual report to security holders or proxy material has been sent to security
holders of the Registrant.
18, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The Park
Group, Ltd. financial statements for the year ended December 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 5,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,386
<CURRENT-LIABILITIES> 23,327
<BONDS> 0
0
0
<COMMON> 3,369
<OTHER-SE> (21,319)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,063
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,063)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,063)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,063)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
