MONITREND INVESTMENT MANAGEMENT INC
10KSB/A, 1996-07-12
INVESTMENT ADVICE
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    FORM 10-KSB
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1995

                                      or

[   ]     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. 0-16462
                         ---------------------------

                    MONITREND INVESTMENT MANAGEMENT, INC.
            (Exact name of Registrant as specified in its charter)

          DELAWARE                                           22-6382734
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                          Identification No.)

     1299 Ocean Avenue, Suite 210
      Santa Monica, California                                    90401
     (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (310) 393-1424
                          --------------------------

      Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $0.001 par value
                               (Title of Class)
                      Preferred Stock, $0.001 par value
                               (Title of Class)
                  Series A Preferred Stock, $0.001 par value
                               (Title of Class)
                         ---------------------------

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:  Yes  x   No
                                        ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of Registrant's knowledge in definitive proxy or information statements
incorporated by referenced in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [  ]

The Registrant's revenues for its most recent fiscal year were $0 in 1995.

As of December 31, 1995,  19,102,394 shares of Common Stock, $0.001 par value
per share,  1,487,046 shares of Preferred Stock, $0.001 par value per share, and
3,189,378 shares of Series A Preferred Stock, $0.001 par value per share, were
issued and outstanding. Of the 19,102,394 shares of common stock shown 
as outstanding, 1,612,000 have been reserved for issuance to Corporate 
Life Insurance Co., or its statutory liquidator, as it designates. At December 
31, 1995, units comprising the Company's
Preferred Stock and Common Stock were listed, without bid and ask quotations, in
the National Daily Quotation Service "Pink Sheets" published by the National
Quotation Bureau, Inc.  Therefore, it is not practical to estimate the aggregate
market value of voting stock held by non-affiliates.

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be filed in
connection with the solicitation of proxies for its 1995 Annual Meeting of
Stockholders are incorporated by reference into Items 10, 11 and 12 under
Part III hereof.

Transitional Small Business Disclosure Format:  Yes      No  x
                                                    ---     ---


                                  SIGNATURES
                                  ----------
                                  
     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


By    /s/ Phillip R. Verrill                                      May 29, 1996
    -----------------------------------                           ------------
    Phillip R. Verrill,                                                   Date
    Chairman of the Board and President


     Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.


By:     /s/ Phillip R. Verrill                                    May 29, 1996
    --------------------------                                    ------------
    Phillip R. Verrill,                                                   Date
    Director and President


By:      /s/ Michael A. Licameli                                  May 29, 1996
    ----------------------------                                  ------------
    Michael A. Licameli,                                                  Date
    Director



<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000811614
<NAME> MONITREND INVESTMENT MANAGEMENT INC.
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           6,325
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 6,325
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   6,325
<CURRENT-LIABILITIES>                          558,389
<BONDS>                                              0
                                0
                                      4,676
<COMMON>                                        19,103
<OTHER-SE>                                 (1,652,781)
<TOTAL-LIABILITY-AND-EQUITY>                     6,325
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               287,650
<LOSS-PROVISION>                                37,500
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (325,150)
<EPS-PRIMARY>                                    (.02)
<EPS-DILUTED>                                    (.02)
        

</TABLE>


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