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
For the fiscal year ended November 30, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.33-14066-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)
(718) 423-6741
--------------
(Registrant's telephone number, including area code)
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, 1996: None
Shares outstanding of the issuer's common stock as of November 30, 1996:
37,690,000 shares.
Issuer's revenues for its fiscal year ended November 30, 1996:
$ 12,546.
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
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. In October 1987, the Company successfully
completed a public offering of 3,000,000 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.
The Company's name was changed on March 16, 1990.
In March 1988, the Company, decided to enter into the Restaurant/Bakery
business, and acquired 100% of the capital stock of Bedford Street Bakers Corp.
in exchange for 4,000,000 shares of its common stock becoming a wholly owned
subsidiary of the Company. Bedford Street Bakers Corp. was a restaurant/bakery
which operated under a franchise agreement with "The Glass Oven International."
The ongoing operations of Bedford Street Bakers were not up management's
expectations due primarily to a shortage of available suitable personnel;
which resulted in a need to shorten store hours of operations and even close
for periods of time when adequate help was not available. This situation
resulted in losses from the 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 the
Fast N' Fancy shareholders.
On October 18, 1988, the Company found another business opportunity and
entered into a license agreement with MJR Co., pursuant to which the Company
attempted 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 effective November 30, 1989.
The Company attempted to manufacture and market the ("SRB"), originally under
the licensing agreement with MJR. Finally, in November 1990 the Company
purchased all the issued U.S. Patents and pending foreign patent applications
thereby canceling 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 the Company's ability to obtain
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,
Burbud only delivered 1250 SRB'S against its commitment of 20,000, and the
Company issued only 500,000 of the 8,000,000 shares of its common stock as
partial payment under its agreement with Burbud.
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. However, management is unable to predict
the outcome of this controversy with Burbud.
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 was to 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.
The Company would also receive a minimum royalty of $1,000 per month for a term
of sixty months which began in January 1996. As of the date of this report all
royalty payments due through September 1996 have been paid to the Company and
this license has since been declared void by the Company (see below)
In December 1995, the Company purchased from Lewis Scala all the necessary
hardware equipment, Galacticomm's WorldGroup 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 Company also hosts it's own web site and
allows its users to create their own web pages. The Company also provides its
users with the following services, ELECTRONIC MAIL a full e-mail subsystem that
supports file attachments, return receipts, priority mail, carbon copies,
auto-forwarding to mailboxes, and distribution lists. Each user has everything
they need to send and receive mail on the Internet. They choose their own
personalized Internet e-mail name. FORUMS (GROUP DISCUSSION THREADS) Up to
10,000 discussion areas can be created, each with its own moderator, security
restrictions, message lifetime, and accounting configuration. Forums can
import/export messages between external message databases, such as Internet
news groups. FILES LIBRARY an unlimited number of file libraries can be created,
each pointing to its own local subdirectory, network directory, or CD-ROM drive.
TELECONFERENCE the multiuser teleconference allows up to 256 simultaneous users
to talk in real-time in a scripted format. Whisper feature allows a private
one on one chat. Other Internet applications include TELNET, this function
allows users to make connections to remote computers across the Internet.
It also accepts users from any other remote telnet sites to connect to our site.
The Company offers monthly subscriptions for access to its online service.
In September 1996, the Company began producing and hosting its own Radio
Talk Show called "Tales from the Internet" which airs one hour weekly on a
local New York Radio Station. The show is devoted to all aspects of basic
computers and accessing the Internet. The show provides a free Internet e-mail
address for listeners to write in and ask technical questions. The Company
sells advertising time on the show to produce revenues.
Events Subsequent to November 30, 1996
The Company had received the minimum royalty payment from the Licensee
up to and including September, 1996. The licensee had not been able to
successfully put together a sales and marketing plan. Thus the licensee was
delinquent in his monthly minimum royalty payments. The Company had notified
the Licensee on December 5, 1996 that they had thirty days to correct the
delinquency in the royalty payments. On January 6, 1997 the Company declared
the license void.
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 these issued U.S. patents, the Company has a patent in Mexico.
These patents are an intrinsic part of any future licensing agreement.
The success of any potential licensee's endeavor will, in large measure,
depend upon the strength of these patents and the ability of the licensee to
raise the necessary capital to fund an appropriate business plan.
Employees.
The Company has only one full time employee; is its President.
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 loaned 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 and continues in default with respect to the remaining $12,000.
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.
To the best of Managements knowledge, the common stock of the Company is
not quoted or publicly traded and has not traded for the last two years.
The Company currently has one class of stock outstanding, to wit, common
stock, which had been offered to the public in the form of Units together with
warrants to purchase shares of common stock. Each Unit offered 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, 1997. Each Class B Warrant
entitles the holder to purchase one share of Common Stock at a price of $.15
per share until November 30, 1997. 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.
(a) Holders.
The approximate number of record holders of Registrant's common stock as
of November 30, 1996, as well as at January 15, 1997, was 275.
(b) 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.
PLAN OF OPERATION
The Company provides an online service under the name of KeyBoard Palace BBS.
In December 1995, the Company purchased all the necessary hardware equipment,
Galacticomm's WorldGroup software, and all existing telephone connections to
run a Bulletin Board Service (BBS), that provides Internet connectivity. The
WorldGroup software provides a pass-through SLIP, CSLIP and PPP connections for
authorized users. 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 service allows its users full Internet access to e-mail, online
entertainment games and many "chat" rooms.
The Company sells monthly subscriptions for access to its online service.
To date the Company has charged a nominal fee for the Online Service, and plans
to Increase the rates as well as user capacity. The Company also seeks
additional funding to expand this aspect of its business operations and add more
servers so as to allow more users to connect.
In September 1996, the Company began producing and hosting its own Radio
Talk Show called "Tales from the Internet" which airs one hour weekly on a local
New York Radio Station. The show is devoted to all aspects of basic computers,
accessing the Internet and any computer related topic. The show takes phone
calls from its listeners and provides a free Internet e-mail address for
listeners to write in and ask technical questions. The Company sells
advertising time on the show to produce revenues.
Management believes that the Radio Show, combined with the online Internet
service, will compliment each other and enhance the Company's ability to
generate revenues. The listeners of the radio show will hear about the online
service, and users of the online service will listen to the radio show for
technical support. Therefore, advertisers on the radio show will have the
opportunity of getting their products and/or services advertised in two
different ways. The Company plans on creating a sales force to sell
advertising space on its radio program and will combine this with offering
potential customer the creation of their own World Wide Web site, and online
service to send and receive e-mail. However, revenues from the radio show has
been minimal to date.
RESULTS OF OPERATIONS:
During fiscal year ended November 30 1996, the Company had revenues of
$12,546 compared to $52,210 for the year ending November 30 1995. The revenues
consisted of a $6,768 from Internet subscriptions, $1,300 from Radio
advertising Income, and $4,478 from Interest income on the royalty receivable
short term portion which was discounted at 9.25%.
The net loss for the year ended November 30, 1996 was $99,409 as compared
to a profit of $9,669 for the year ended November 30, 1995.
The net loss of $99,409 consisted of, costs of sales $12,716, interest
expense $31,390, write off to a reserve account of $42,688 which was the
balance of the minimum royalty payment due on the "SRB" licensing agreement,
depreciation & amortization of $5,480, general & administrative expenses $7,135.
The Company had total assets of $46,692 and total Liabilities of $351,569
for fiscal year end November 30, 1996. Of the Company's assets $ 29,044 has
been placed on the value of the Company's patents and $13,811 is the Companies
Internet equipment and fixtures. Of the Company's liabilities $ 316,063 are
Notes past due, and accrued interest.
LIQUIDITY AND CAPITAL RESOURCES:
During fiscal 1996, the Company received $9,000 in minimum royalties from
its licensee. However, the licensee has been in default on its payments since
October, 1996, and as of November 30, 1996 the licensee had not made any
additional minimum royalty payments. The Company has written the amount due to
a reserve account and has proceeded to terminate the agreement with this
individual. The individual has not been able to secure the necessary
financing and has not been able to put together a solid business plan.
The Company terminated this agreement in January 1997. Management continues
to operate a Bulletin Board Service (BBS), which offers Internet connectivity
and has over 500 users at this time. The Company has also started to produce
its own talk radio show which airs on a New York Am and FM radio station. The
Company sells advertising time on its show to bring revenues in. It will
continue to sell advertising time and increase its subscription to its Internet
service.
Management is still seeking an alternative way of utilizing the patented
"SRB" technology and hopes this will generate a cash flow and the possibility
of recovering much of its investment in the "SRB" technology.
Item 7. Financial Statements.
Audited financial statements as of November 30, 1996 and for the years
ended November 30, 1995 are included herewith.
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, 1996, and
the related statements of income, shareholders' equity, and cash flows for
each of the two years in the period ended November 30 1996 and for the period
from inception December 10, 1986 through November 30, 1996. 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, 1996 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, 1996 and the
results of operations and cash flows for each of the two years in the period
ended November 30, 1996 and for the period from inception (December 10, 1986)
to November 30, 1996 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, 1996 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
January 15, 1997
Sunlite Technologies Corp.
(a development stage company)
BALANCE SHEET
NOVEMBER 30, 1996
ASSETS
Current assets:
Cash $ 3,587
Accounts receivable 250
-----
Total current assets 3,837
Property, plant and equipment:
Equipment and fixtures 21,136
Less accumulated depreciation 7,325
-----
Property, plant, & equip. net 13,811
Intangible assets:
Patents at cost 62,030
Less accumulated amortization 32,986
------
Patents, net 29,044
------
$ 46,692
======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 14,698
Accrued rent (related parties) 18,071
Payroll taxes payable 2,737
Notes payable 233,668
Notes payable (related parties) 82,395
-------
Total current liabilities 351,569
Stockholder's equity (deficiency):
Common stock $.0001 par value;
500,000,000 shares authorized;
37,690,000 shares issued
and outstanding. 3,769
Additional paid in capital 571,001
Deficit accumulated during
development stage (879,647)
-------
(304,877)
-------
$ 46,692
========
Sunlite Technologies Corp.
(a development stage company)
STATEMENT OF OPERATIONS
For the Years Ended November 30,
Period from
Inception
Dec. 10, 1986
Through
1996 1995 Nov. 30, 1996
---- ---- -------------
Revenues:
Sales $ - $ - $ 12,614
Internet subscription 6,768 - 6,768
Radio Income 1,300 - 1,300
Royalty income - 52,210 52,210
Interest income 4,478 - 8,234
------ ------ ------
12,546 52,210 81,126
Cost and expenses:
Cost of sales 12,716 - 34,920
Selling and administrative
expenses 99,239 42,541 526,000
------ ------ -------
111,955 42,541 560,920
Income (loss) before taxes
& discontinued operations (99,409) 9,669 (479,794)
Income taxes - - 1,269
------- ------ -------
Income (loss) from
continuing operations (99,409) 9,669 (481,063)
Discontinued operations:
Income (loss) from
discontinued operations - - (205,060)
Net (loss) from sale of
discontinued operations - - (193,524)
------- ------ -------
Net income (loss) $(99,409) $ 9,669 $(879,647)
====== ===== =======
Income (loss) per share
from continuing
operations $ nil $ nil $ (.02)
Net income(loss) per share $ nil $ nil $ (.03)
Sunlite Technologies Corp.
(a development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
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)
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)
Issued November 6, 1995
In private sale at 025 per share 100,000 10 2,490
Issued November 7, 1995
In a private sale at $.025 80,000 8 1,992
Net profit for the year 9,669
---------- ----- ------- ---------
Balance as of November 30, 1995 37,180,000 3,718 558,302 (780,238)
Issued December 6, 1995
In private sale at $.025 160,000 16 3,984
Issued December 28, 1995
In private sale at $.025 100,000 10 2,490
Issued January 16, 1996
In private sale at $.025 40,000 4 996
Issued February 1, 1996
In private sale at $.025 60,000 6 1,494
Issued February 23, 1996
In private sale at $.025 40,000 4 996
Issued March 11, 1996
In private sale at $.025 40,000 4 996
Issued May 2, 1996
In private sale at $.025 20,000 2 498
Issued October 31, 1996
In private sale at $.025 50,000 5 1,245
Net loss for the year - - - (99,409)
---------- ----- ------- -------
Balance at November 30, 1996 37,690,000 $ 3,769 $ 571,001 $ (879,647)
========== ===== ======= =======
</TABLE>
Sunlite Technologies Corp.
(a development stage company)
STATEMENT OF CASH FLOWS
For The Years Ended November 30,
<TABLE>
Period from
inception
through
1996 1995 Nov. 30, 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ (99,409) $ 9,669 $ (879,647)
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Depreciation & amortization 5,480 5,414 41,231
Discounted minimum royalties for use of
"SRB" patents - (47,210) (47,210)
Reserve provided for uncollected royalty 42,688 - 42,688
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
(Increase) decrease in current assets:
Accounts receivable (250) (250)
Accounts receivable- related parties 3,789 (3,582) -
Principle reduction of minimum royalty 4,522 - 4,522
Increase (decrease) in current liabilities:
Accounts payable/Payroll taxes payable (5,452) 416 17,435
Accrued rent related party 4,427 6,000 18,071
Accrued interest 23,450 20,721 107,534
Accrued interest related parties 7,491 5,416 31,599
------ ------ -------
Cash (used) by operating activities (13,264) (3,156) (454,368)
Cash flows from investing activities:
Purchase of patent, license & option - - (60,000)
Purchase of fixed assets (13,424) (1,212) (25,640)
----- ----- ------
Cash used in investing activities (13,424) (1,212) (85,640)
Cash flows from financing activities:
Proceeds from issuance of common stock
initial public offering & private sales 12,750 4.500 427,000
Underwriting costs - - (60,335)
Notes payable 17,500 - 126,134
Notes payable related parties - - 50,796
----- ----- -------
Cash provided by financing activities 30,250 4,500 543,595
Increase (decrease) in cash
and cash equivalents 3,562 132 3,587
Cash and cash equivalents, beginning 25 (107) -
----- ----- -------
Cash and cash equivalents, ending $ 3,587 $ 25 $ 3,587
===== ===== =======
Interest paid $ - $ - $ 1,000
Income taxes paid $ - $ - $ 3,756
</TABLE>
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.
In December 1995, the Company purchased from Lewis Scala all the necessary
hardware equipment, Galacticomm's WorldGroup 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 Company also hosts, and produces its own weekly talk radio show on a
local New York FM radio station. The show is called "Tales from the Internet"
which covers all aspects of basic computers to anything you want to know about
connecting to the Internet. The show airs live and takes phone calls from the
listening audience. We also provide an Internet e-mail address for technical
support questions. The Company sells advertising spots on the radio show to
produce income. The Company hopes to increase its revenue through Internet
subscriptions and sale of advertising time on its weekly show.
The Company owns three patents covering its technology for the solar
rechargeable battery "SRB" (NOTE 5) and had licensed that technology under an
agreement (NOTE 3). The success of this endeavor will ultimately depend on a
Licensee's 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 "SRB" or even render the solar battery
obsolete.
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 7) 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 4)
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 5.) 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 (See Note 10.) 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 5.)
As described in note 9, the Company was to issue 8,000,000 shares of its
common unregistered stock in exchange for 20,000 "SRB's" which the Company was
going to attempt to sell in order to raise cash. In August, the Company
terminated its contract with the manufacturer due to its inability to produce
the battery.
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 $879,647 from inception through November 30, 1996.
As of November 30, 1996 total liabilities exceeded total assets by $304,877
and the Company had defaulted in note payments and interest due on these notes
in the amount of $316,063. These factors as well as the uncertainty of the
Company's ability to secure additional financing for expansion, and the ability
of finding a suitable licensee for its "SRB" technology raise an uncertainty
about the Company's ability to continue as a going concern. 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 had licensed its technology to an individual
(NOTE 3) The minimum royalty payment gave the Company a temporary cash flow
and allowed 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.
Patent License & Purchase Agreement (NOTE 5): The patent was purchased in
fiscal year November 30, 1990 and is recorded at cost plus the par value of the
stock issued. 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 5) 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 $33,816.
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.
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- License agreement:
In August 1995, the Company entered into a licensing agreement with an
individual and had received a $5,000 non refundable initial licensing fee.
The Company, under the terms of the agreement, was also to 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 would receive a minimum royalty of $1,000 per month for
a term of sixty months which began in January, 1996. The Company felt that
this was the best way to recover and profit from its investment in the "SRB"
technology with no additional capital outlays. As of November 30, 1996,
the Licensee has been in default in payment of the minimum amount due, and the
Licensee has not been able to put together a marketing and manufacturing plan
that could support the royalty payments due the Company.
As of November 30, 1996 the Company received $9,000 of the minimum royalties
and $2,000 was in default. The Company has reserved the balance of the
minimum royalties due in the amount of $42,688. ( See Note 12)
NOTE 6 - Notes Payable:
Due and in default as of March 31, 1990.
Interest at 18% per annum.. $ 34,489
Due shareholder in default as of August 30, 1990
Interest at 10% per annum.. 17,445
Due shareholder in default as of June 30, 1992
Interest at 12% per annum.. 96,576
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 9,210
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 17,935
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 17,935
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 3,427
Due shareholder in default as of June 30, 1992
Interest at 10% per annum.. 8,102
Due shareholder June 30, 1993
Interest at 10% per annum.. 28,549
-------
$ 233,668
=======
During 1996, all the notes were in default. The notes include principal and
interest due.
Notes Payable-Related Parties
Due and payable to Officers & Directors June 30, 1993
(John Somma) Interest at 10% per annum.. $ 23,106
Due and payable to Officers & Directors June 30, 1993
(Lew Scala) Interest at 10 % per annum 59,289
------
$ 82,395
======
The notes reflect principal and interest due.
Interest expense totaled $31,390 in 1996 and $27,884 in 1995.
The average effective rate of interest was 11% in both 1996 and 1995.
NOTE 7- 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, 1997. Each class B warrant entitles the holder to
purchase one share of common stock at a price of $.15 until Nov. 30, 1997.
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 8- Income Taxes:
At November 30, 1996, the Company had a net operating loss carry forward
for financial accounting purposes of approximately $879,647. These carry
forwards expire through the year 2010. Such carry forwards for federal income
tax purpose are approximately only $448,055, 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 could only be used to offset
capital gains. The Company did not pay any federal income tax during fiscal
years ending November 30, 1996, and 1995, 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 9- 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, 1992, 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 valued the transaction
at the fair market value of the consideration received and estimated 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, 1995, Burbud did not deliver any product against its commitment. 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 "SRB" sales. Burbud has not substantially
complied with many of the terms of the entire agreement.
NOTE 10- Employment contract- termination:
In fiscal year ending November 30, 1989, the Company had advanced
$32,407 to MJR 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 11- Other Related Party Transactions:
In fiscal 1996 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.
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.
NOTE 12- Subsequent Events:
On December 5, 1996 the Company sent a termination letter to the licensee
of the "SRB" technology giving 30 days notice for demand of payment of past
due minimum royalties. As of the date of this financial statement no
additional payments have been received.
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.
The executive officers and directors of the Company are as follows:
Period Served Positions
Name Age As Director With Company
------ --- -------------- ------------
Lewis Scala 53 Since June 1990 President and Director
John Somma 45 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 November 1986, to March 1990 Mr. Scala was a
stockbroker and security trader with Douglas Bremen & Co. Inc. 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 the Company. Mr. Somma
currently manages his own personal real estate holdings, and has been a
consultant to several restaurants.
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.
Item 10. Executive Compensation.
During this fiscal year ended November 30, 1996, 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.
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 30,1996 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%
(b) Security Ownership of Management.
See Item 11(a) above.
Changes in Control.
There has been no change in control of the Registrant during the fiscal year
ended November 30, 1996.
Item 12. Certain Relationships and Related Transactions.
During the fiscal year ended November 30, 1996, the Company continued to
occupy space from Mr. Scala at the rate of $500.00 per month.
In December 1995, the Company purchased all the necessary software and
hardware to run a Internet service provider. The total cost was $5,000.
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. None
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: January 11, 1997 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: January 11, 1997 By: /s/John Somma
-----------------------
John Somma,
Secretary- Chairman of
The Board of Directors
Date: January 11, 1997 By: /s/Lewis Scala
-----------------------
Lewis Scala, president
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