UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(X) ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended November 30, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No.33-14066-NY
Sunlite Technologies Corp.
--------------------------
(Name of small business issuer as specified in its charter)
Delaware 06-1221388
------------------------------ ---------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
P.O. Box 620723
Douglaston, New York 11362
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 423-6741
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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 [ ]
The aggregate market value of the common voting stock held by
non-affiliates as of November 30, 1994: None
Shares outstanding of the issuer's common stock as of November 30, 1994:
37,000,000 shares.
Issuer's revenues for its fiscal year ended November 30, 1994:
$ -0-
<PAGE>
INDEX
Part I
Item 1. Description of business
Item 2. Properties
Item 3. Legal proceeding
Item 4. Submission of matters to vote of security holders
Part II
Item 5. Market for common equity and related stockholder matters
Item 6. Management's discussion and analysis of financial
Condition and results of operations
Item 7. Financial statements
Item 8. Changes in and disagreements with Accountants on
Accounting and financial disclosure
Part III
Item 9. Directors, executive officers and control persons;
Compliance with section 16(a) of the exchange act.
Item 10. Executive compensation
Item 11. Security ownership of certain beneficial owners
And management
Item 12. Certain relationships and related transactions
Item 13. Exhibits and reports on form 8-K
Signatures
<PAGE>
PART I
Item 1. Description of Business.
History
Sunlite Technologies Corp. (the "Company"), formerly known as Hospitality
Concepts, Inc., is a Delaware Corporation which was organized on December 10,
1986 for the purpose of obtaining capital to participate in business ventures
which have potential for profit. The Company's name was changed on March 16,
1990.
On December 10, 1986, the Company issued 4.5 million shares of common stock
par value $.0001. to officers and directors for $7,350 in cash which is
approximately $.001633 per share.
In October 1987, the Company successfully completed a public offering of
3,000,000 equity units at a price of $.10, this raised the Company $300,000.
Each unit consisted of one share $.0001 par value common stock, one class
"A" redeemable warrant, and one class "B" redeemable warrant.
In March 1988, the Company, decided to enter into the Restaurant/Bakery
business, and exchanged all the shares of Bedford Street Bakers Corp. for
4,000,000 shares of its common stock. Bedford Street Bakers Corp. was a
restaurant/bakery which operated under a franchise agreement with
"The Glass Oven International," thus becoming a wholly owned subsidiary of
the Company. The on going operations were not up to expectations with a
shortage of available key personnel, the store shortened its hours of
operations and even closed for periods of time when help was not available.
This became an unprofitable business venture, and in June 1988, the Company
decided to sell its business to a former employee so as to prevent further
losses to the Company.
Bedford was originally incorporated and, organized by Fast N' Fancy Foods
Inc.. Mr. Scala who since June 1990, has served as President of Sunlite, was
also an officer director and principal shareholder of Fast N' Fancy Foods Inc.
Fast N' Fancy Foods Inc. established the operations of Bedford including
negotiating the franchise agreement with The Glass Oven International,
two years prior to being purchased by Sunlite. The stock of Bedford was,
distributed to Fast N' Fancy shareholders.
On October 1, 1988, the Company sold an additional one million unregistered
common shares, at $.05 per share, to a group of four individuals for an
aggregate $50,000. The purpose of this sale was to replenish the Company's
available working capital so as to allow it to continue operations and explore
other potential business opportunities.
On October 18, 1988, the Company found another business opportunity and
entered into a license agreement with MJR Co., pursuant to this agreement,
the Company would attempt to market a new solar rechargeable battery ("SRB.")
The Company paid $20,000 to the MJR Company and its principal owners Raymond F.
and Mary J. Curiel as a non-refundable deposit on an exclusive licensing
agreement for the ("SRB") invention, developed by the MJR Company. The parties
consummated this agreement on January 6, 1989. At that time the Company Issued
20,000,000 shares of its common stock to Raymond F. and Mary J. Curiel. This
original agreement was superseded by a new agreement which became effective on
November 30, 1989. The Company had attempted to manufacture and market the
("SRB"), first under a licensing agreement with MJR and then in November 1990,
the Company purchased all the Issued U.S. Patents and foreign applications
pending thereby canceling any, and all agreements with MJR Co. and/or Raymond
Curiel. The success of this endeavor would ultimately depend on the Company's
ability to manufacture and market this item as well as obtaining sufficient
capital to fund an appropriate business plan. Furthermore, there was no
assurance that other products would not be developed by other companies that
would be competitive to the Company's "SRB" or even render the solar battery
obsolete.
On May 15, 1991, the Company entered into a manufacturing and joint
marketing agreement with Burbud Management Corp. This agreement was to provide
the Company with the necessary manufacturing facility in the Dominican Republic.
Burbud was to assist Sunlite in developing and coordinating a comprehensive
marketing campaign and overall strategy for developing the most effective sales
outlets for the product.
Under the Burbud agreement, the Company was to issue Burbud Management
Corp. 8,000,000 shares of its common stock in lieu of payment for cost of raw
materials, tooling up charges, and labor costs for the assembly of the initial
production of 20,000 SRB'S. These shares were also intended to cover any future
technical improvements to the product developed by Burbud. Since August 1992,
the Company issued only 500,000 shares of the 8,000,000 shares of its common
stock as partial payment under its agreement with Burbud.
<PAGE>
Through fiscal year ended November 30, 1994, Burbud had not delivered any
additional batteries against its agreement. The Company had tried to obtain the
necessary capital to continue its efforts to manufacture and market its "SRB."
The Company had explored a few possible licensing arrangements with other
Companies and individuals, but nothing had developed from these discussions.
However, the Company would pursue this avenue if it were unable to raise the
necessary funding needed to continue manufacturing and marketing its "SRB."
Subsequent to November 30, 1994
In August 1995, the Company declared its contract with Burbud void due to
the non-performance of the original contract commitment to deliver 20,000 SBR's.
However, at present certain disputes continue between the Company and Burbud
whereby Burbud has made demands which could obligate the Company to issue up to
an additional 1,500,000 shares of its common stock to Burbud for services
performed during the term of the contract. Management plans to vigorously fight
the issuance of these shares due to damages sustained by the Company in the
form of lost "SRB" sales. Burbud has not complied with many of the terms of the
agreement and management continues to resist any claims by Burbud for additional
compensation.
On August 30, 1995, the Company entered into a licensing agreement with an
individual and received a $5,000 non refundable initial licensing fee. Under
the terms of the licensing agreement the Company will also receive a royalty
equal to 5% of the gross selling price on such items manufactured and sold by
the licensee for all sales up to $1,000,000 and 2% of sales more than
$1,000,000. However, the Company will receive a minimum royalty of $1000 per
month for a term of sixty months which began in January 1996.
Between August 1995 and December 1995, the Company began to look for other
business opportunities in which to participate. In December 1995, the Company
purchased from Lewis Scala all the necessary hardware equipment, Galacticomm's
World Group software, and all existing telephone connections to run an Online
Bulletin Board Service that provides Internet connectivity. The service can
handle up to 256 simultaneous users. The most common need for Internet access
is to allow users to "surf the web" with software such as Netscape, Microsoft
explorer and many other "web" browsers. The Worldgroup software provides a
pass-through SLIP, CSLIP and PPP connections for authorized users. The agreed
price was $5,000.
From December 1994 to May 1996, the company sold 560,000 shares of common
stock to nine individuals at $.025 per share and had raised an additional
$14,000.
Patents.
The Company owns three patents in the United States for the "SRB." Patent
No. 4,563,727 was issued on January 7, 1986 and Patent No. 4,648,013 was issued
on March 3, 1987. These patents together cover all claims for the battery and
its applications and adaptations. Patent No. 291,798 was issued September 8,
1987 which covers the ornamental design for the "D" size type battery.
In addition to the U.S. patents obtained the company has a patent in Mexico.
Trademark, Service Marks, Trade name and Copyrights.
The Company does not have any registered trademarks, service marks,
trade names or copyrights in connection with its products.
Employees.
The Company's only full time personnel is its President.
Competition.
Competition for the "SRB" in the battery business primarily consists of the
standard Ni-Cad "D" Size batteries as sold nationwide in a wide variety of
retail stores. Producers of electrically rechargeable batteries include such
established and well-financed companies as General Electric, Saft, Panasonic
and Eveready. In addition, there are producers of private-label batteries sold
primarily in discount retail outlets. Products and devices have also been
designed and are being sold, which provide a recharging capability by use of
electricity. The Company believes its "SRB" is superior to other chargeable
and non chargeable batteries in that the "SRB" has the capability of being
recharged solely by the sun, or other light source, to maintain its usability
while keeping the ability to be recharged electrically and does not require
an external power source.
<PAGE>
Item 2. Properties.
The Company is occupying office space under an agreement with Lewis Scala,
the Company's President to use its present facilities. The Company is paying
$500 per month rent at this time.
Item 3. Legal Proceedings.
The Company has one legal proceeding threatened by Mr. Gerald Webner, Phoenix,
Arizona. Mr. Webner lent the Company $15,000 and has threatened legal action if
the money's were not returned to him. The Company has repaid $3000 to date.
However, to date, no legal proceedings have been commenced. The Company knows of
no other litigation pending, threatened or contemplated, or unsatisfied
judgments against it. The Company knows of no legal action pending or threatened
or judgments entered against any officers or directors of the Company in their
capacity as such.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders through solicitation
of proxies or otherwise during the fourth quarter of the fiscal year covered
by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The common stock of the Company is not quoted or publicly traded and has
not traded for the last two years to the best knowledge of the Company's
management.
The Company currently has one class of stock outstanding which had been
offered to the public in the form of Units. Each Unit consisted of one share
of Common Stock, par value $.0001, one Class A Redeemable Common Stock
Purchase Warrant and one Class B Redeemable Common Stock Purchase Warrant.
Each Class A Warrant entitles the holder to purchase one share of Common Stock
at a price of $.10 per share until November 30, 1996. Each Class B Warrant
entitles the holder to purchase one share of Common Stock at a price of $.15
per share until November 30, 1996. These warrants have been extended by
approval of the Board of Directors.
The Company's securities are not listed in any known quotation publication.
There is no known trading market for its Units, common and/or Class "A" and
"B" Warrants.
(b) Holders.
The approximate number of record holders of the registrant's common stock
as of November 30, 1994 was 275.
(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 Company's business.
Item 6. Management's Discussion and Analysis or Plan of Operation.
RESULTS OF OPERATIONS:
During fiscal year ended Nov. 30, 1994, the Company had no revenue, as
compared to no revenue for the year ending Nov. 30, 1993. The operating loss
was $43,114, as compared to $59,000 in fiscal 1993. Of the $43,114 loss,
interest expense was $24,760 and of the $59,000 loss in November 1993,
interest expense was $22,305. Since the Company was inactive in the
manufacturing and marketing of its "SRB" in the year 1994 and was not able to
raise any additional capital to continue its business operations. The business
expenses were cut to a minimum.
The Company had total assets of $39,213 and total Liabilities of $271,600
for fiscal year end Nov. 30, 1994. Of the Company's assets $ 38,588 has been
placed on the value of the Company's patents. Of the Company's liabilities
$ 241,485 are Notes past due, and accrued interest.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
During fiscal 1994, the Company had not received any product against its
contract with BURBUD, management continued its efforts to try and raise the
necessary capital to continue the daily operations. However, the Company was
unable to borrow or raise any funds in 1994.
The Company had begun to look for an alternative way of utilizing the
patented "SRB" technology. Late in 1995 the Company entered into a licensing
agreement with an individual and has received a $5,000 non refundable initial
licensing fee. The Company, under the terms of the agreement, will also
receive a royalty equal to 5% of the gross selling price on such items
manufactured and sold by the licensee for all sales up to $1,000,000 and 2% of
sales over $1,000,000. However, the Company will receive a minimum royalty of
$1000 per month for a term of sixty months which began in January 1996.
Item 7. Financial Statements.
Audited financial statements as of November 30, 1994 and for the years
ended November 30, 1993 are included herewith.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
The registrant is not aware, and has not been advised by its accountants,
of any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
(a) Identification of Directors.
The current directors of the Registrant will serve until the next annual
(or special in lieu of annual) meeting of shareholders at which directors are
elected and qualified. Name, period served and positions held with the Company
are as follows:
The executive officers and directors of the Company are as follows:
Period Served Positions
Name As Director With Company
----------- --------------------
Lewis Scala Since June 1990 President and Director
John Somma Since November 1990 Secretary-Chairman of
the Board of Directors
All officers and Directors hold office for one year or until their
successors are elected and qualified, unless otherwise specified by the
Board of Directors; provided, however, that any officer is subject to removal
with or without cause, at any time, by a vote of majority of the Board of
Directors.
Principal occupations of the directors and executive officers for at least
five years are as follows:
Lewis Scala has served as President and member of the Board of Directors
since June 19, 1990. From 1985 to November 1986, Mr. Scala was a stockbroker
and security trader with Norbay Securities, Inc. From November 1986 to March
1990 he was employed by Douglas Bremen & Co. Inc. as a stockbroker and
security trader. Mr. Scala was President of Fast N' Fancy Foods, Inc. which
had operated a fast food restaurant in Stamford, Ct. from Feb. 1983 until
Oct. 1990. In Oct. 1990, Fast N' Fancy Foods, Inc., filed for protection under
Chapter 11 of The Federal Bankruptcy Law, and on January 11, 1991 the case was
dismissed from Chapter 11 proceedings.
John Somma has served as Secretary and Chairman of the Board of Directors
from November 13, 1990 to the present, Mr. Somma also served on the board of
directors from September 1988 to November 1988. Mr. Somma is currently devoting
about 25% of his time to the business affairs of Sunlite, and manages his own
personal real estate holdings. From 1979 to 1990, Mr. Somma served as President
of Logo Realty Inc. which was a real estate holding Co. Prior to that Mr. Somma
has been a consultant to several restaurants.
<PAGE>
Item 10. Executive Compensation.
During this fiscal year ended November 30, 1994, none of the registrant's
officers or directors individually received any salary or wages. During the
current fiscal year the registrant has no present plans to pay compensation to
officers or directors.
The Company has no agreement or understanding, express or implied, with
any officer or director, or any other person regarding employment with the
Company or compensation for services. Compensation of officers and directors
is determined by the Company's Board of Directors and is not subject to
shareholder approval.
Directorships.
The current directors hold no other directorships in any Company with a
class of securities registered pursuant to Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of such Act or any Company
registered as an investment Company under the Investment Company Act of 1940.
Compensation Pursuant to Plans.
There are presently no retirement, stock option or other plans or
arrangements pursuant to which cash or non-cash compensation was paid or is
proposed to be paid or distributed in the future to any of the current
executive officers of the Registrant.
Other Compensation.
There is no other compensation paid to executive officers.
Compensation of Directors.
None.
Termination of Employment and Change of Control Arrangement.
There are no compensatory plans or arrangements pursuant to which any
executive officer will be paid compensation as a result of his termination or
change of employment with, or control of, the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth, as of November 30,1994 the beneficial
stock ownership of all persons known to the Registrant to own more than 5% of
its outstanding common stock.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- --------------------- ------------------------ --------
Lewis Scala 8,050,000 21%
John Somma 8,130,000 22%
All officers and directors
as a group (2 persons) 16,180,000 43%
(1) Certain of these shares may be held of record in names of entities
controlled by these persons.
(b) Security Ownership of Management.
See Item 11(a) above.
(C) Changes in Control.
There has been no changes in control of the Registrant during the fiscal
year ended November 30, 1994
<PAGE>
Item 12. Certain Relationships and Related Transactions.
During the fiscal year ended November 30, 1994, the Company continued to
occupy space from Mr. Scala at the rate of $500.00 per month.
Item 13. Exhibits.
(a) Exhibits - None.
(b) Reports on Form 8-K have not been filed during the last quarter of
the fiscal year covered by this report.
<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.
Sunlite Technologies Corp.
Date: August 5, 1996 By: /s/Lewis Scala
---------------------------
Lewis Scala, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and on the dates indicated.
Date: August 5, 1996 By: /s/John Somma
----------------------------------
John Somma, Secretary- Chairman of
The Board of Directors
Date: August 5, 1996 By: /s/Lewis Scala
----------------------------------
Lewis Scala, president
<PAGE>
Item 7. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders and Board of Directors
Sunlite Technologies Corp.
(a development stage company)
Douglaston, New York
We have audited the accompanying balance sheet of Sunlite Technologies Corp.
(a Delaware Corporation in the development stage) as of November 30, 1994,
and the related statements of income, shareholders' equity, and cash flows
for each of the two years in the period ended November 30 1994 and for the
period from inception December 10, 1986 through November 30, 1994.
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.
The financial statements of Sunlite Technologies Corp. as of November 30, 1988
were audited by other auditors whose report dated December 22, 1988 expressed
an unqualified opinion on those statements, and has been furnished to us, and
our opinion expressed herein so far as it relates to amounts from inception
(December 10, 1986) to November 30, 1994 is based in part upon the report of
other auditors for the period from inception (December 10, 1986) to
November 30, 1988.
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 misstatements. 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 audits provide a
reasonable basis for our opinion.
In our opinion and based upon the report of other auditors, the financial
statements referred to above present fairly in all material respects, the
financial position of Sunlite Technologies Corp. at November 30, 1994 and
the results of operations and cash flows for each of the two years in the
period ended November 30, 1994 and for the period from inception
(December 10, 1986) to November 30, 1994 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 (1) to the
financial statements, the Company has suffered recurring losses from
operations and unaudited information subsequent to November 30, 1994
indicates that losses from operations, primarily from development stage
activities are continuing. These losses together with the Company's
inability to obtain additional financing, raise a substantial doubt about
the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note (1). The financial
statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be
unable to continue as a going concern.
Ronald Seroda, P.C., C.P.A.
Dix Hills, New York
March 1, 1996
<PAGE>
Blumenthal Squire & Company
Certified Public Accountants
419 Whalley Avenue
New Haven, Connecticut 06511
INDEPENDENT AUDITOR'S REPORT
To Sunlite Technologies Corp.
(A Development Stage Company)
We have audited the statement of Sunlite Technologies Corp. (a Delaware
corporation in the development stage) as of November 30, 1988, and the
related statements of changes in stockholders' equity, and cash flows
for the year ended November 30, 1988 and for the period from inception
(December 10, 19986) to November 30, 1988, which are not separately
presented herein. 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.
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 weather 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 referred to above present fairly in all material
respects, the results of operations, cash flows and changes in stockholders'
equity of Sunlite Technologies Corp. for the year ended November 30, 1988 and
for the period from inception (December 10, 1086) to November 30, 1988 in
conformity with generally accepted accounting principles.
The financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. Communications with management and
with the successor auditor indicate that the Company has suffered recurring
losses which raise substantial doubt the Company's ability to continue as a
going concern. These financial statements do not include any adjustments that
might result should the Company be unable to continue as a going concern.
BLUMENTHAL SQUIRE & COMPANY
New Haven, Connecticut
December 22, 1988 and
February 27, 1993 as to Subsequent Events
Ref: Letters.4 (Pg. 18)
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
NOVEMBER 30, 1994
BALANCE SHEET
ASSETS
Current assets:
Cash $ (107)
Accounts receivable 207
-----
Total current assets 100
Property, plant and equipment:
Equipment and fixtures 6,500
Less accumulated depreciation 5,975
------
Property, plant, & equip. net 525
Intangible assets:
Patents at cost 62,030
Less accumulated amortization 23,442
------
Patents, net 38,588
------
$ 39,213
======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 19,734
Accrued rent (related parties) 7,644
Payroll taxes payable 2,737
Notes payable 171,997
Notes payable (related parties) 69,488
--------
Total current liabilities 271,600
Stockholder's equity (deficiency):
Common stock $.0001 par value;
500,000,000 shares authorized;
37,000,000 shares issued
and outstanding in 1994 3,700
Additional paid in capital 553,820
Deficit accumulated during
development stage (789,907)
--------
(232,387)
--------
$ 39,213
========
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
STATEMENT OF OPERATIONS
For the Years Ended November 30,
Period from
Inception
Dec. 10, 1986
Through
1994 1993 Nov. 30, 1994
---- ---- -------------
Revenues:
Sales $ - $ - $ 12,614
Interest income 3,756
----- ------ ------
- - 16,370
Cost and expenses:
Cost of sales - 135 22,204
Selling and administrative
expenses 43,114 58,865 384,220
------ ------ -------
43,114 59,000 406,424
Income (loss) before taxes
& discontinued operations (43,114) (59,000) (390,054)
Income taxes - - 1,269
------ ------ -------
Income (loss) from
Continuing operations (43,114) (59,000) (391,323)
Discontinued operations:
Income (loss) from
discontinued operations - - (205,060)
Net (loss) from sale of
discontinued operations - - (193,524)
------ ------ -------
- - (398,584)
------ ------ -------
Net income (loss) $(43,114) $(59,000) $(789,907)
====== ====== =======
Income (Loss) per share
from continuing
operations $ nil $ nil $ (.01)
Net income (loss) per share $ nil $ nil $ (.02)
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
Deficit
Common Accumulated
Stock Add'l Paid During the
Shares Amount in Capital Development
------ ------- ---------- -----------
<S> <C> <C> <C> <C>
Issued at incorporation on December 10, 1986
for $.001633 per share 4,500,000 $ 450 $ 6,900 $ -
Issued on October 30, 1987
in an initial public offering
for $.077 per share to the
insiders 3,000,000 300 232,015 -
Net income for the year - - - 482
---------- --- ------- ---
Balance at November 30, 1987 7,500,000 750 238,915 482
Issued on March 18, 1988 in
exchange for the stock of
Bedford Street Baker's Corp.
valued at $.05 per share 4,000,000 400 199,600 -
Issued on October 1, 1988
in a private placement
at $.05 per share 1,000,000 100 49,900 -
Net loss for the year - - - (409,138)
---------- ----- ------ -------
Balance at November 30, 1988 12,500,000 1,250 488,415 (408,656)
Issued on December 17, 1988 in
exchange for license and
option agreement for a patent purchase
valued at $.0001 per share (par value) 20,000,000 2,000 - -
Capital contribution July, 1989 - 10,000 -
Net loss for the year - - - (101,654)
---------- ----- ------- -------
Balance at November 30, 1989 32,500,000 3,250 498,415 (510,310)
Issued on November 23, 1990 upon
exercise of option to
purchase the patents 300,000 30 - -
Net loss for the year - - - (46,652)
---------- ----- ------- -------
Balance at November 30, 1990 32,800,000 3,280 498,415 (556,962)
Net loss for year - - - (64,163)
---------- ----- ------- -------
Balance at November 30, 1991 32,800,000 3,280 498,415 (621,125)
Issued on March 10, 1992 in
a private placement
at $.0125 per share 700,000 70 8,680 -
Issued on July 23, 1992 in
exchange for inventory valued
at $.0008 per share 500,000 50 4,025 -
Net loss for the year - - - (66,668)
__________ _____ _______ ________
Balance at November 30, 1992 34,000,000 3,400 511,120 (687,793)
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
Continued
Deficit
Common Accumulated
Stock Add'l Paid During the
Shares Amount in Capital Development
---------- ------- ---------- ------------
Issued on May 4, 1993 in
A private placement on Dec. 8, 1992
At $.05 per share 100,000 10 4,990 -
Issued on June 22, 1993 in
A private placement on Dec. 15, 1992
at $.05 per share 100,000 10 4.990
Issued on June 22, 1993 in
A private placement on Feb 8, 1993
At $.05 per share 200,000 20 9,980
Issued on July 22, 1993 in
A private placement on June 8, 1993
At $.004 500,000 50 1,950
Issued on October, 11, 1993 in
A private sale to Lewis Scala
At $.01 per share to reduce
Outstanding loan 1,250,000 125 12,375
Issued on October 11, 1993 in
A private sale to a note holder
To reduce their loan
At $.01 per share 650,000 65 6,435
Issued on October 11, 1993
for travel expenses
Issued at $.01 per share 200,000 20 1,980
Net Loss for the year - - - (59,000)
__________ ______ ________ ________
Balance at November 30, 1993 37,000,000 3,700 553,820 (746,793)
Net Loss for the year - - - (43,114)
Balance as of November 30, 1994 37,000,000 $ 3,700 $ 553,820 $(789,907)
========== ===== ======= =======
</TABLE>
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
STATEMENT OF CASH FLOWS
For The Years Ended November 30,
<TABLE>
<CAPTION>
Period from
inception
through
1994 1993 Nov. 30, 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ (43,114) $ (59,000) $ (789,907)
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Depreciation & amortization 6,072 6,072 30,337
Write off of stock issued for
purchase of affiliate - - 200,000
Loss on abandonment of fixed assets - - 3,584
Stock issued for payment of expenses (inventory) - - 4,075
Stock issued for payment of expenses (travel) - 2,000 2,000
(Increase) decrease in current assets:
Accounts receivable (207) 1,176 (207)
Prepaid expenses - 1,286 -
Inventory - 137 -
Increase (decrease) in current liabilities:
Accounts payable/Payroll taxes payable 5,897 (4,594) 22,471
Accrued rent related party 6,000 144 7,644
Accrued interest 18,413 16,780 63,363
Accrued interest related parties 6,813 5,247 18,692
------ ------ -------
Cash (used) by operating activities (126) (30,752) (437,948)
Cash flows from investing activities:
Purchase of patent, license & option - - (60,000)
Purchase of fixed assets - - (11,004)
----- ------- ------
Cash used in investing activities - - (71,004)
Cash flows from financing activities:
Proceeds from issuance of common stock
initial public offering & private sales - 41,000 409,750
Underwriting costs - - (60,335)
Notes payable proceeds (repayments) - (14,500) 108,634
Notes payable related parties proceeds (repayments) - 4,271 50,796
----- ------ -------
Cash provided by financing activities - 30,771 508,845
Increase (decrease) in cash
and cash equivalents (126) 19 (107)
Cash and cash equivalents, beginning 19 - -
---- ----- -------
Cash and cash equivalents, ending $ (107) $ 19 $ (107)
==== ===== =======
Interest paid $ - $ - $ $ 1,000
Income taxes paid $ - $ - $ $ 3,756
</TABLE>
<PAGE>
Sunlite Technologies Corp.
(a development stage company)
(NOTES TO FINANCIAL STATEMENTS)
NOTE 1- Organization, History, and going concern assumptions:
Sunlite Technologies Corp., (hereafter referred to as the "Company") was
incorporated in Delaware on December 10, 1986, for the purpose of obtaining
capital to participate in business ventures which have a potential for profit.
The Company's name was changed on March, 16, 1990. The Company had attempted
to market and manufacture a solar rechargeable battery ("SRB") under three
patents it purchased (NOTE 4).Subsequent to November 30, 1994, the Company
entered into a licencing agreement with an individual (NOTE 11). The success
of this endeavor will ultimately depend on the Company's and/or Licensee's
(NOTE 11) ability to market and manufacture this item as well as obtaining
sufficient capital to fund an appropriate business plan. Furthermore, there is
no assurance that other products would not be developed by other Companies that
would be competitive to the Company's "S.B." or even render the solar battery
obsolete. Also, the Company subsequent to November 30, 1994 has entered into
the "Internet" business (NOTE 11).
On December 10, 1986, the Company issued 4.5 million shares of common stock
par value $.0001 to officers and directors for $7,350 in cash which is
approximately $.001633 per share.
On October 30, 1987, the Company successfully completed a sale of three
million equity units at $.10 per unit. The gross proceeds to the Company was
$300,000. Each unit consisted of one share of $.0001 par value common stock,
one class A redeemable warrant, and one class B redeemable warrant. (NOTE 6)
The underwriters compensation in connection with this offering was equal to
10% of the gross proceeds and a non-accountable expense allowance of 3% of
the gross proceeds. These items have been charged against paid in capital.
In addition, the underwriters received 300,000 warrants to purchase 300,000
shares of the Company's common stock at $.12 per share. These warrants
expired July 16, 1992.
On March 18, 1988 the Company exchanged four million shares of its common
stock for all the outstanding shares of Bedford Street Bakers Corp., thus
becoming a wholly owned subsidiary of the Company. Management assigned a value
of $.05 per share for the four million shares exchanged. Bedford Street Bakers
Corp. was a restaurant/Bakery which operated under a franchise agreement with
"The Glass Oven International".
Bedford Street Bakers Corp. was originally incorporated and organized by
Fast N' Fancy Foods, Inc. Mr. Scala who in June 1990 became a shareholder and
president of Sunlite Technologies Corp., was also an Officer and Director and
principal shareholder of Fast N' Fancy Foods Inc.
Fast N' Fancy Foods Inc., established the operations of Bedford Street Bakers
Corp., two years prior to being purchased by Sunlite. The stock of Bedford was
distributed to Fast N' Fancy shareholders.
For the period March 18, 1988 through June 30, 1988, Bedford's on going
operations were not as expected. The Bakery/Restaurant was located in a business
district and when the districts main office building lost its major tenant store
sales plummeted. Not only were sales off, but with shortage of available key
personnel, the store shortened its hours of operation and even closed for
periods of time when help was not available. During this period, the Company
incurred an operating loss from discontinued operations of $205,060.
By the end of May 1988, the Bedford store was placed on the market for sale
privately and through several brokers. On June 30, 1988 the management with
the consent of the Board of Directors of the Company, sold Bedford to a former
employee, so as to prevent further losses to the Company. The consideration for
the sale was the assumption of all its debt in exchange for the return of its
assets and an agreement to indemnify and hold the Company harmless for any and
all matters arising from the Company's ownership of Bedford. In addition, the
new owners had promised to repay the advances made by the parent in the amount
of $221,524 of which $13,000 had been repaid as of November 30, 1988 and an
additional $15,000 was repaid in 1989. However, management currently believes
that the balance in the amount of $193,524 is currently uncollectible
resulting in a loss on disposal of discontinued operations in the amount
of $193,524. (Note 3)
<PAGE>
The Company, on October 1, 1988, sold an additional one million
unregistered common shares at $.05 per share to a group of four individuals
for an aggregate $50,000. The purpose of this sale was to replenish the
Company's available working capital so as to allow it to continue operations
and explore other potential business opportunities. Accordingly, on
October 18, 1988 the Company found another business opportunity and entered into
an agreement with Raymond Curiel and Mary Curiel d/b/a MJR Company (NOTE 4.)
The Company subsequently purchased three patents from MJR Co. These patents
cover certain features which was then the Company's only product: a size "D"
solar rechargeable battery.
The Company at this time remained in the development stage, and entered
into several agreements with MJR Company including a licensing agreement,
option to purchase the "SRB" patents, lease of office space in Scottsdale
Arizona, and a employment agreement with Mr. Curiel. During fiscal 1989, the
Company moved its base of operations from Connecticut to Arizona and paid MJR
Co. $11,500 in rent, and did not comply with the terms of the employment
agreement (NOTE 9). However, late in fiscal 1989, control of the Company had
changed. All prior agreements with the Curiels were modified, and the Company
moved its base of operations to Long Island N.Y. The above resulted in a
write off and abandonment of office equipment. Furthermore, all costs, incurred
by the Company in the amount of approximately $27,000 during the Curiel's term
of management relating to its attempt to raise capital for the manufacture and
marketing of the "SRB" have been expended, and in November 1990 the Company
purchased the patents from Raymond Curiel (See NOTE 4.)
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has suffered recurring losses from operations of approximately
$789,907 from inception through November 30, 1994. As of November 30, 1994
total liabilities exceeded total assets by $232,387 and the Company had
defaulted in note payments and interest due in the amount of $241,485. The
financial statements do not include any adjustments relating to the recovery
and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a
going concern.
In response, the Company in a subsequent event has licensed its technology
to an individual (NOTE 11) The minimum royalty payment will give the Company
a temporary cash flow and will allow the Company to pursue its new business
venture. The Company is also considering a debt equity swap to its note holders
but no definite terms have been formulated as yet. It is impossible to
determine if any of the above will be successful and management has not ruled
out the possibility to seek protection under chapter 11 of the Federal
Bankruptcy act.
NOTE 2- Significant Accounting Policies:
The financial statements presented herein are of a development stage
company. Therefore, the form and context conform to the accounting principles
governing a development stage company.
Stock Offering Costs: Stock offering costs incurred in connection with the
sale of common stock have been charged against paid in capital.
Revenue recognition: Revenue and accounts receivable are recorded only
when products are shipped (Accrual basis)
Inventory: Inventory is carried at cost on a first in first out basis.
Net Loss per Common share: Net loss per common share has been computed
based on the weighted average number of shares outstanding during each period.
Reclassifications: Certain amounts in prior years have been reclassified
to conform to the current year's presentation.
Fixed Assets: Fixed assets are stated at cost. Maintenance and repairs are
expended as incurred. When fixed assets are disposed, the related cost and
reserve for depreciation are removed from the respective accounts, and any gains
or losses are included in income.
Depreciation: is computed on the straight line-method.
<PAGE>
Patent License & Purchase Agreement (NOTE 4): The patent was purchased in
fiscal year November 30, 1990 and is recorded at cost plus the unamortized cost
of the license agreement and the cost of the option. Amortization is provided
on a straight line basis over 13 years.
Fair value: Assets and liabilities are recorded at cost with the exception
of the patent (note 4) and the historical cost approximates fair value.
However, if the Company was forced to liquidate it would be very unlikely that
the Company would realize any of the unamortized patent cost of $38,588.
NOTE 3- Loss on Discontinued Operations:
On March 18, 1988, the Company acquired all the shares of Bedford Street
Bakers Corp. in exchange for four million shares of its own common stock valued
at $.05 per share. On June 30, 1988, the Company disposed of its investment by
transferring to a former employee all of the issued and outstanding shares of
Bedford for the consideration of $1.00 and the promise to be indemnified and
held harmless against any and all matters arising from the Company's ownership
of Bedford. In addition, Bedford promised to repay $221,524 of advances made
by the Company to Bedford.
From the period March 18, 1988 through June 30, 1988, the Company
incurred an operating loss from discontinued operations in the amount of
$205,060, which approximately equals the Company's investment in Bedford,
and a loss on the sale from discontinued operations in the amount of $193,524
when the Company only received $28,000 of the original $221,524 Bedford
promised to repay. The amount of $193,524 management currently believes to be
uncollectible.
NOTE 4- Licensing Agreement and Purchase of Patents:
On October 18, 1988, the Company paid $20,000 to Raymond and Mary Curiel
d/b/a MJR Company of Scottsdale, Arizona as a non-refundable deposit on an
exclusive licensing agreement for a patented invention (Solar rechargeable
battery) developed and invented by Raymond Curiel. The parties consummated an
agreement in January, 1989. This agreement called for the issuance of 20,000,000
shares of the Company's stock to MJR Co. for this exclusive license, and an
option to purchase all the patents issued, and foreign applications then
pending in connection with the solar rechargeable battery. The shares issued
in the above agreement were valued at par value and resulted in a nominal
increase in stockholders equity of $2,000. Management assigned a nominal value
to the shares issued in the above transaction for the following reasons:
1) During fiscal year November 30, 1989, unlike in fiscal year 1987,
no ready market existed for the registrant's common shares compounded by the
fact that the shares issued were restricted and unregistered. Therefore, the
fair market value of the consideration given in this transaction could not be
readily determined.
2) Furthermore, management could not reasonably ascertain the fair market
value of the licensing agreement, and option to purchase the patent since no
similar product currently exists.
The value of the above assets depend largely on how well the Company
manufacturers and markets this product in the future. Therefore, these assets
were recorded on the Company's balance sheet at cost in cash plus par value of
the stock issued. This required the Company to pay an additional $20,000 in
licensing fees to MJR Co. until the option to purchase the patent was exercised.
The agreement of November 30, 1989 , was revised on November 23, 1990. The
Company under this agreement purchased all the issued U.S. Patents and all
foreign applications pending from MJR for a cash payment of $40,000 and the
issuance of 300,000 shares of its common unregistered stock. The Company valued
these shares at par value for the same reason as stated earlier when the
Company issued its common shares in consideration for the license agreement.
Furthermore, all prior agreements by and between the Company and MJR and/or the
Curiels were canceled.
<PAGE>
The patent cost is determined as follows:
Cash paid for deposit $ 20,000
Par value common shares issued for option to
purchase patents 2,000
Cash paid for purchase of patents 40,000
Par value common shares issued for purchase
of patents 30
-------
Total cost 62,030
=======
NOTE 5 - Notes Payable:
Due and in default as of March 31, 1990.
Interest at 18% per annum.. $ 24,769
Due shareholder in default as of August 30, 1990
Interest at 10% per annum.. 14,823
Due shareholder in default as of June 30, 1992
Interest at 12% per annum.. 76,989
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 7,612
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 14,823
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 14,418
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 2,832
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 6,696
Due shareholder June 30, 1993
Interest at 10% per annum.. 9,035
-------
$ 171,997
=======
The notes were adjusted to reflect principal and interest due.
Notes Payable-Related Parties
Due and payable to Officers & Directors June 30, 1993
(John Somma) Interest at 10% per annum $ 20,489
Due and payable to Officers & Directors June 30, 1993
(Lew Scala) Interest at 10 % per annum 48,999
------
$ 69,488
======
The notes were adjusted to reflect principal and interest due. Interest
expense totaled $24,726 and $22,305 in 1994 and 1993 respectively.
The average effective rate of interest was 11% in both 1994 and 1993.
<PAGE>
NOTE 6- Common Stock- Warrants:
The Company currently has one class of stock outstanding which had been
offered to the public in the form of a unit. Each unit consisted of one share
common stock, par value $.0001, one class A redeemable common stock purchase
warrant and one class B redeemable common stock purchase warrant. Each class
A warrant entitles the holder to purchase one share of common stock at a
price of $.10 until Nov. 30, 1995. Each class B warrant entitles the holder to
purchase one share of common stock at a price of $.15 until Nov. 30, 1995.
The Redeemable Warrants are redeemable by the Company upon 30 days prior
written notice. The redemption price is $.0001 per Warrant for both the
Class A and Class B warrants.
NOTE 7- Income Taxes:
At November 30, 1994, the Company had a net operating loss carry forward
for financial accounting purposes of approximately $789,306. Theses carry
forwards expire through the year 2009. Such carry forwards for federal income
tax purpose are approximately only $358,315, and will be available to offset
future "ordinary" taxable income. In addition, the Company had a capital loss
carry forward for federal income tax of approximately $430,991 which had
expired. The difference between the accounting loss and that for federal
income taxes is due mainly to the fact that the write off of Bedford is a
capital transaction for federal tax purposes and therefore would only be used
to offset capital gains. The Company did not pay any federal income tax
during fiscal years ending November 30, 1994, and 1993, as reflected herein,
except for state and local taxes only.
The Company has provided 100% valuation allowance for its net operating
loss carry forwards since future realization of a deferred tax asset can not
be reasonably assured. Since the capital loss in the amount of $430,991
classified as a capital transaction expired for federal tax purposes, no
other material timing differences exists between accounting and tax income.
Note 8- Commitments:
On May 15, 1991, the Company entered into an agreement with Burbud
Management Corp.("Burbud") Burbud is organized under the laws of Panama and
its U.S. location is New Rochelle, NY. Pursuant to this agreement, the
Company was to issue 8,000,000 shares of its common unregistered stock to
"Burbud" in lieu of payment for the initial production of 20,000 solar
rechargeable batteries("SRB") In addition "Burbud" was to provide future
research and product development of the "SRB" as well as assisting in the
marketing of the product. As of November 30, 1994, the Company received 1,250
"SRB"S from Burbud and in partial consideration for the above the Company
issued 500,000 shares of its common unregistered stock. The Company values
the transaction at the fair market value of the consideration received and
estimates the cost of each battery at the cost the Company could have purchased
and assembled them in the United States (Replacement costs) Through fiscal year
ending November 30, 1994, Burbud did not deliver any product against its
commitment. This led to the Company's termination of this agreement in
August, 1995 (NOTE 11)
NOTE 9- Employment contract- termination:
In fiscal year ending November 30, 1989, the Company had advanced $32,407
to MAR. Co. The company had defaulted on the original licensing agreement dated
October 18, 1988 (Note 5,) and an employment agreement dated January 6, 1989.
In settlement and consideration to the MJR. Co. for entering a new and final
license agreement dated November 30, 1989 the above amount of $32,407 was
applied by management against a two year employment contract in which Mr. Curiel
was to receive $5,000 per month.
NOTE 10- Other Related Party Transactions:
In fiscal 1994, the Company leased office space from Mr. Scala at a rate
of $500.00 per month. The Company continues to borrow money from Mr. Somma
and Mr. Scala to fund the daily operations of the Company. Mr. Somma and
Mr. Scala are officers, directors and principal shareholders of the Company.
<PAGE>
NOTE 11- Subsequent Events:
In August 1995, the Company considered it's contract with Burbud void and
has terminated it due to the no performance clause in the original contract.
However, the Company may be obligated to issue an additional 1,500,000 shares
of it's common unregistered stock to Burbud for services performed during the
duration of the contract. The Company would vigorously fight the issuance of
these shares due to damages in the form of lost "S.B." sales. Burbud has not
substantially complied with many of the terms of the entire agreement.
On August 30, 1995, the Company entered into a licensing agreement with
an individual and has received a $5,000 non refundable initial licensing fee.
The Company, under the terms of the agreement, will also receive a royalty
equal to 5% of the gross selling price on such items manufactured and sold by
the licensee for all sales up to $1,000,000 and 2% of sales over $1,000,000.
However, the Company will receive a minimum royalty of $1000 per month for
a term of sixty months which began in January, 1996.
Between August 1995 and December 1995, the Company began to look for other
business opportunities to enter. In December 1995, the Company purchased from
Lewis Scala all the necessary hardware equipment, Galacticomm's World Group
software, and all existing telephone connections to run an Online Bulletin Board
Service that provides Internet connectivity. The service can handle up to 256
simultaneous users. The most common need for Internet access is to allow users
to "surf the web" with software such as Netscape, Microsoft explorer and many
other "web" browsers. The Worldgroup software provides a pass-through SLIP,
CSLIP and PPP connections for authorized users. The agreed price was $5,000.
From November 1994 to May 1996, the company has sold 560,000 shares of
common unregistered stock to 9 individuals at $.025 per share and had raised
an additional $14,000.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<CASH> (107)
<SECURITIES> 0
<RECEIVABLES> 207
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 6500
<DEPRECIATION> 5975
<TOTAL-ASSETS> 39213
<CURRENT-LIABILITIES> 271600
<BONDS> 0
0
0
<COMMON> 3700
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (503987)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43114
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24726
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43114)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
