<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 31, 1996
Commission file number 33-13627
SARKIS CAPITAL, INC.
(Name of small business issuer in its charter)
Delaware 75-2168244
(State or other jurisdiction of (I.R.S. Employer
I.D.#)
incorporation or organization)
421 E. Airport Freeway, Irving, Texas 75062
(Address of principal executive office) (Zip Code)
Issuer's telephone number, including area code (214)-255-5533.
Name of each exchange on
Title of each class which registered
______________________________________________________________________
Securities registered pursuant to Section 12(g) of the Act:
______________________________________________________________________
(Title of class)
_______________________________________________________________________
(Title of class)
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 X No _______
State issuer's revenues for its most recent fiscal year $1,155.
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and the asked prices of such stock, as of a
specified date within the past 60 days. No market for common stock.
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes X No _______
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 1,500,000
<PAGE>
PART I.
Item 1. Business
Registrant, Sarkis Capital, Inc. (hereinafter referred to as the
"Company'), was incorporated on March 18, 1987 under the laws of the
State of Delaware and is in the development state.
The Company was organized to function initially as an inactive,
publicly held corporation pursuing a business combination with a
privately held company which is believed to have growth and profit
potential (irrespective of the industry in which it is engaged) and/or
is engaged either in the research and development, manufacture and/or
distribution of high technology, medical or computer production or
services or in oil and gas or other mineral exploration and development
or other energy-related activities. It is intended that the Company
will not engage in active business operations prior to its combination
with another enterprise.
The Company has no employees, no business operations, and no
intention of engaging in an active business operation prior to its
combination with an as yet unidentified privately held business. The
Company presently has no operating income and at March 31, 1996, no
assets other than cash of $430. The Company's executive offices are
located at 421 East Airport Freeway, Irving, Texas 75062, and its
telephone number is (214) 255-5533.
Pre-Combination Activities
The Company was organized to function initially as a "clean
public shell", that is, an inactive, publicly held corporation with
nominal assets and liabilities. With these characteristics, management
believes that the Company is a potentially attractive combination
candidate to privately held businesses which are interested in becoming
publicly held without offering their own securities to the public. If
a suitable candidate is found, the Company will combine with an exiting
privately held company believed to have growth and profit potential,
irrespective of the industry in which it is engaged. The Company may
structure a combination as a merger, consolidation, exchange of the
Company's Common stock for stock or assets or any other form which will
result in the combined enterprise being a publicly held corporation.
Pending negotiation and consummation of a combination the Company
has invested its funds in a short-term money market fund. Until it
locates a suitable candidate, the Company will continue to have no
business activities other than managing its investments and will have
no source of revenues other than interest on the funds it invests. The
Company will not incur significant expenses or liabilities other than
expenses related to negotiating a combination. If the Company does not
consummate a suitable combination within a reasonable period, its Board
of Directors may consider its liquidation and dissolution.
<PAGE>
If the Company's management pursues one or more combination
proposals beyond the preliminary negotiation stage and those are
subsequently terminated, it is foreseeable that legal fees and other
negotiation expenses will exhaust the Company's financial resources
before a successful combination can be consummated. In that event the
Company's Common Stock shareholders may receive a nominal distribution,
if any, upon the Company's liquidation and dissolution.
The Company has reviewed possible business combinations, but has
been unsuccessful in its endeavor to combine with another entity. If
and when the Company combines with another entity, it will file a
report on Form 8-K detailing such combination.
Item 2. Properties
The Company does not own, nor has it invested in any properties.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
<PAGE>
SARKIS CAPITAL, INC.
(A Development Stage Company)
Balance Sheet
March 31, 1996 and 1995
Assets
<TABLE>
<CAPTION>
1996 1994
<S> <C> <C>
Current assets
Cash $ 430 $ 842
Total Assets $ 430 $ 842
Liabilities and Stockholders' Equity
Advances from affiliated entities
(Note 2) $ 6,600 $ 6,100
Stockholders' equity:
Preferred stock, $.01 par value;
authorized 1,000,000 shares,
issued and outstanding, none
Common stock, $.01 par value;
authorized 20,000,000 shares,
issued and outstanding 1,500,000
shares 15,000 15,000
Additional paid-in capital 9,000 9,000
Deficit accumulated during the
development stage (30,170) (29,258)
( 6,170) ( 5,258)
$ 430 $ 842
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
SARKIS CAPITAL, INC.
(A Development Stage Company)
Statements of Operations
For the Years Ended March 31, 1996, 1995, and 1994
and for the Period from March 18, 1987 (Date of Inception)
Through March 31, 1996
<TABLE>
<CAPTION>
March 18, 1987
(Date of Inception)
through
March 31,
1996 1995 1994 1996
<S> <C> <C> <C> <C>
Revenue:
Operations $-0- $ -0- $-0- $ -0-
Total revenue -0- -0- -0- -0-
Expenses:
Administrative 120 369 609 10,315
Advertising -0- -0- -0- 418
Amortization -0- -0- -0- 15,385
Franchise tax 117 75 63 555
Professional fees 690 -0- -0- 4,652
Total expenses 927 444 672 31,325
Other income:
Interest 15 15 15 1,155
Net loss $(912) $ (429) $( 657) $(30,170)
Net loss per share $(.00) $ (.00) $ (.00) $ (.02)
(See Note 1)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SARKIS CAPITAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period from March 18, 1987 (Date of Inception)
Through March 31, 1996
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
Number of Par Paid In Development
Shares Value Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance
March 18, 1987
(date of inception) -0- $ -0- $ -0- $ -0- $ -0-
Issuance of 1,500,000
shares of common stock
at $.016 per share 1,500,000 15,000 9,000 24,000
Net loss (30,170) (30,170)
Balance
March 31, 1996 1,500,000 $15,000 $ 9,000 $(30,170) $(30,170)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SARKIS CAPITAL, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Years Ended March 31, 1996, 1995, and 1994 and
the Period from March 18, 1986 (Date of Inception)
Through March 31, 1996
<TABLE>
<CAPTION>
March 18, 1987
(Date of Inception)
through
1996 1995 1994 March 31, 1996
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss $ (912) $ (429) $ (656) $(30,170)
Net cash used in operating $ (912) $ (429) $( 656) $(30,170)
Cash flows from financing
activities:
Issuance of common stock -0- -0- -0- 24,000
Advances from affiliated -0- -0- -0- 6,600
Net cash provided by 500 1,000 -0- 30,600
financing activities:
Increase (decrease) in cash (412) 571 (656) 430
Cash, beginning of period 842 271 927 -0-
Cash, end of period $ 430 $ 842 $ 271 $ 430
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SARKIS CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
Sarkis Capital, Inc. (the "Company") was incorporated in March
18, 1987 in the State of Delaware. The Company was formed as a
wholly-owned subsidiary of Surety Capital Corporation ("Surety") and
registered its common shares with the Securities and Exchange
Commission, becoming effective June 26, 1987. The Company was
organized to function initially as a clean public shell corporation
pursuing a business combination with a privately held company.
The Company has no operations and is in the development stage.
Development stage activities have consisted of managing the Company's
assets, making required regulatory filings and pursuing potential
business combinations.
Organization costs
Organization costs were carried at cost and were being amortized
over five years using the straight-line method. The costs were
totally amortized in 1994 and are only reflected on the company's
inception to date statement of operations.
Net loss per share
Net loss per share is based upon the weighted averaged common
shares outstanding (1,500,000).
Note 2 - Related Party Transactions
For the year ended March 31, 1996, the Company has been in the
development stage and did not receive any operating revenues. During
this period, expenses consisted of investor relations, and combined
with interest received on money market funds, the Company had a net
loss of $(30,170). The Company received operating advances of $1,000
in April, 1992, $1,000 in July, 1992, $1,000 in March, 1993, $1,000 in
October, 1994 and $500 in March, 1996 from Sarkis J. Kechejian, M.D.
The total operating advances are to be repaid when the Company merges
with another company.
Management believes that Sarkis Capital's cash on hand and
interest earnings thereon may not be sufficient to meet cash
requirements. Additional operating advances may be required for the
coming year.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters
There presently is no trading market for the Company's common
stock.
<PAGE>
At March 31, 1996, the approximate number of holders of record of
the Company's Common Stock was 351.
The Company has never paid any dividends on the Common Stock and
does not expect to do so in the foreseeable future.
Item 6. Selected Financial Data
Sarkis Capital, Inc.
(A Development Stage Enterprise)
Period from March 18, 1987 (date of inception)
through March 31, 1996
Revenues 1,155
Net Loss 30,170
Cash Dividends Paid -0-
Total Assets 430
Working Capital -0-
Advance from Affiliates 6,600
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation
Results of Operation
Development stage revenue (consisting solely of interest income)
for the period from March 18, 1987 (date of operation) through March
31, 1996 amounted to $1,155. General and administrative charges of
$31,325 are attributable to expenses necessary to maintain the public
status of the Company. The Company does not anticipate a significant
change in the results of operations until such time as the Company
combines with another Company.
Item 8. Financial Statement and Supplementary Data
(Item 8 begins on the next page)
Item 9. Disagreements on Accounting and Financial Disclosure
None
<PAGE>
PART III
Item 10. Director and Executive Officers of the Company
The sole director and executive officers of Sarkis Capital are
identified in the following table. Each has held the indicated
positions with Sarkis Capital since it completed its organization on
March 18, 1987, and will serve in these offices until the first annual
meeting of shareholders or until their successors are elected and
qualified. There is no family relationship between Dr. Kechejian and
Ms. Wilson, and neither holds her/his position with Sarkis Capital
pursuant to any special arrangement or understanding.
NAME AGE POSITION
Sarkis J. Kechejian, M.D. 58 Director, President
and Treasurer
Sharilyn J. Bruntz Wilson 45 Vice President and
Secretary
Dr. Kechejian is also president and sole owner of S. J.
Kechejian, M.D., P.A. dba Doctor's Clinic which consists of nineteen
clinics doing primarily physiotherapy and treatment of industrial
work-related injuries.
Dr. Kechejian is considered a "promoter" of Sarkis Capital under
the regulations of the Securities and Exchange Commission.
Ms. Wilson, Secretary and Vice President, is Chief Financial
Officer of S. J. Kechejian, M.D., P.A. and was Secretary/Treasurer of
K Med Centers, Inc. from September 1986 through January, 1992. Prior
to that time, she was, for over five years, a legal assistant with
several law firms.
Item 11. Management Remuneration and Transactions
The Company has no standard agreements to compensate its director
for services in that capacity. The Board of Directors has not
authorized the issuance of any shares of the Company's stock either in
the form of a direct purchase or as compensation to any individual.
The Company has no salaried employees nor does it anticipate hiring
any.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Managers
The following information is submitted as of March 31, 1996 with
respect to the Company's voting securities owned beneficially by each
person known by the Company who owns more than 5% of the Common Stock
of the Company, this being the only class of voting securities now
outstanding and by all directors and officers of the Company
individually and as a group.
Name and Address of Amount Bene- Approximate
Beneficial Owner ficially owned Percent of Class
Sarkis J. Kechejian, M.D. 1,149,364 77%
421 E. Airport Freeway
Irving, Texas 75062
The director and all officers 1,151,864 77%
of Sarkis Capital as a group
(2 persons)
Item 13. Certain Relationships and Related Transactions
On approximately March 16, 1987, Messrs. Kechejian and Goodnight
and K Med Centers, Inc. loaned Surety Capital Corporation $24,000.
This money was then paid to the Company for 1,500,000 shares of Common
Stock of the company. Immediately thereafter, Surety Capital
Corporation transferred 750,000 shares of the Company's Common Stock
to Messrs. Kechejian and Goodnight and K Med Centers, Inc. (250,000
shares each) in consideration of their cancellation of their said
$24,000 loan. The purpose of these transactions was to fund the
formation of the Company and to enable Surety Capital to acquire the
subject Company shares of Common Stock for distribution as a dividend
to its shareholders. K Med Centers, Inc. purchased the 250,000 shares
from both Dr. Kechejian and Mr. Goodnight for their original
investment amount of $8,000 each. K Med Centers, Inc. sold its
953,250 shares in November 1991 to a non-affiliated party, who
subsequently sold their stock to Sarkis J. Kechejian, M.D.
The company neither owns nor leases any personal (other than
cash) or real property. The Company utilizes the address, without
charge, of its President, Dr. Kechejian.
Item 14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K.
(a) 1. and 2. Financial Statements and Schedules
See Item 8 hereof for the Index to Financial Statements.
<PAGE>
3. Exhibits
The Articles of Incorporation and Bylaws of the Company
incorporated herein by reference from the Company's Registration
Statement on Form S-1, File No. 33-13627, filed with the Securities
and Exchange Commission on April 28, 1987.
(b) Reports on Form 8-K
No reports were filed on Form 8-K for this year.
(c) Additional Exhibits
Same as (a) 3 of this Item 14.
(d) Additional Financial Statements
Not applicable.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SARKIS CAPITAL, INC.
DATED: May 31, 1996 By: Sarkis J. Kechejian, M.D.
Sarkis J. Kechejian, M.D.
President, Treasurer, and
Director
(Chief Executive Officer and
Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed
below by the following person on behalf of the registrant and in the
capacity and on the date indicated.
DATED: May 31, 1996 By: Sarkis J. Kechejian, M.D.
Sarkis J. Kechejian, M.D.
President, Treasurer, and
Director
(Chief Executive Officer and
Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> MAR-31-1996 MAR-31-1995
<PERIOD-END> MAR-31-1996 MAR-01-1995
<CASH> 430 842
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 6,600 6,100
<BONDS> 0 0
<COMMON> 15,000 0
0 0
0 0
<OTHER-SE> (21,170) (20,258)
<TOTAL-LIABILITY-AND-EQUITY> 430 842
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 912 429
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (912) (429)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
