UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1996
[ ] 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 number: 33-14987-A
ABCOR PRODUCTS, INC.
(Name of small business issuer in its charter)
Florida 65-0023471
State of other Jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
P.O. Box 669, Palm Beach, FL 33480
(Address of principal executive offices)
Issuer's telephone number: (561)833-5092
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
NONE NONE
Securities registered pursuant ID section 12 (g) of the Act:
Common Stock, No par value
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $0.0
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 90
days. $0.0
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.1,000,000 shares of Common
Stock outstanding as of August 21, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General.
Abcor Products, Inc. (the "Company"), a Florida corporation, which was
formed on April 9, 1987, primarily to engage in the business of acquiring an
operating business. On May 19, 1989, the Registrant changed its name from HWS
Noviembre Corp. to Abcor Products, Inc. As of the date of this report, the
Company has not commenced active business operations. The Company hopes to
commence active operations during this current fiscal year, but there can be no
assurance that it will be able to commence such active operations. The
commencement of active Company business operations is contingent upon the
closing on one or more acquisitions which the Company anticipates considering
during said upcoming fiscal year. As of the date of this report, no definitive
agreements have been reached with any business entity and no target industry has
been identified.
Competition.
Numerous companies located in South Florida and throughout the United
States will compete vigorously with the Company for target acquisition
candidates. Venture capital companies as well a established corporations and
entities, most of which have greater resources than the Company, will vie for
such acquisition candidates.
Employees.
As of May 31, 1996, the Company had only one employee, its Chief Executive
Officer and the sole director, Dale B. Finfrock, Jr. If a business combination
is consummated, the Company anticipates hiring a staff to accommodate such
business.
Regulatory Matters.
The Company does not yet know what business it will enter as this is
dependent on which target acquisition the Company determines to purchase;
however, all industries have
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<PAGE>
generally become increasingly regulated in recent years. The Company is likely
to be subject to the various State, Federal and local laws, rules, regulations
and acts once it commences active operations.
Other Events
On August 10, 1995 the Company completed a 100-1 reverse split of the
outstanding common stock of the Company.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company currently operates out of the office of its president and does
so without a lease and with no obligation to pay rent. It is anticipated that
upon the closing of a business combination, the Company will enter into a lease
or purchase property from which it will operate.
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are pending or known to be threatened against the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY OWNERS.
In the final quarter of the year, no matters were submitted to a vote of
security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's shares of Common Stock were not traded during the fiscal year
ended May 31, 1996. The Company does not anticipate the commencement of a market
for company securities until, and unless, a business combination is consummated.
As such, there is no guarantee that the common stock will commence trading.
On August 21, 1996, the approximate number of record holders of the Common
Stock of the Company was 519.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Plan of Operation.
As previously disclosed, the Company had no revenues for the last two
fiscal years. During the upcoming fiscal year, the Company intends to actively
pursue a business combination through either a merger, a reverse merger, or
acquisition. Since the Company has very little assets, the Company will probably
issue additional stock if it is able to consummate a business combination. Until
such time as a business combination is consummated, the Company will incur only
minor expenses and as such it should be able to meet its cash requirements for
the fiscal year.
3
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
Reference is made to the Financial Statements attached hereto, commencing
on page F., which Financial Statements are incorporated by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The following table sets forth certain information with respect to the Company's
Officers, Directors and key employees:
Name Age Positions with the Company
Dale B. Finfrock, Jr. 54 President, Chief Executive Officer,
Chief Financial Officer, Secretary
Treasurer and Sole Director
Dale B. Finfrock, Jr. is the President, Secretary, Treasurer, Chief
Executive Officer, Chief Financial Officer, and Sole Director of the Company.
From 1984 to the present, he has provided consulting services and been engaged
in venture capital and private investment banking. He is president of OTC
Capital Corporation, a private venture capital company primarily in the business
of assisting private companies in becoming public.
All Directors hold office until the next annual meeting of shareholders of
the Company or until their successors are elected and qualified. Officers hold
office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors. The Company does not have an executive,
nominating, compensation or audit committee.
As of the date of this filing, Mr. Finfrock has not filed a Form 3, Form 4
or Form 5 as required by Section 16(a) of the Exchange Act. No other person
would be required to file such forms.
ITEM 10. EXECUTIVE COMPENSATION.
The following summary compensation table sets forth the aggregate
compensation paid, to Mr. Finfrock as the Company's President, Chief Executive
Officer, and only officer and only employee.
4
<PAGE>
SUMMARY COMPENSATION TABLE
Name and Year Salary Other
Principal Position and Bonus Compensation
Dale B. Finfrock, Jr. 1994 (1) -0- -0-
President and 1995 -0- -0-
Chief Executive Officer 1996 -0- -0-
All Executive Officers as
a Group (1 person) 1996 -0- -0-
The Company's directors do not receive compensation for acting in this
capacity
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the holdings of Common Stock by each person
who, as of May 31, 1996, held of record, or was known by the Company to own
beneficially more than five percent of the outstanding Common Stock of the
Company, by each Director and officer of the Company and by all Directors and
officers of the Company as a group.
No. of shares and
Names and Address of Nature of Beneficial Percentage of Common
Beneficial Owner Ownership Shares Outstanding
OTC Capital Corporation 472,078 47.21%
Dale B. Finfrock, Jr. 195,722 19.57%
All Directors and Officers
as a group (1 person) 667,800 (1) 66.78%
(1) includes 472,078 shares owned by OTC Capital Corporation of which Dale B.
Finfrock, Jr. is a principal and the majority shareholder.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
5
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
(3) Registrant's Articles of Incorporation and By-Laws are incorporated by
reference to the Registrant's previous filing with the Commission.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: August 21, 1996
Abcor Products, Inc.
By: /s/ Dale B. Finfrock
Dale B. Finfrock, Jr., President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/s/ Dale B. Finfrock
Dale B. Finfrock, Jr. President and Dated: August 21, 1996
Director
abcor\10ksb596.fm
7
<PAGE>
Angel E. Lana, P.A.
Certified Public Accountant
3511 West Commercial Boulevard, Dade 106 Winged Foot Lane
Suite 227 (305) 372-5258 Boca Raton, Florida 33431
Fort Lauderdale, Florida 33309 (305) 226-9834 Telephone (407) 421-6803
Telephone (305) 484-1100 (407) 391-8284
Fax (305) 733-9044
Board of Directors
Abcor Products, Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Abcor Products, Inc. (a
Development Stage Company) as of May 31, 1996 and 1995, and the related
statements of operations, shareholders' equity and cash flows for each of the
three years in the three year period ended May 31, 1996. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Abcor Products, Inc. ( a
development stage Company) as of May 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the three year
period ended May 31, 1996 in conformity with generally accepted accounting
principles.
CERTIFIED PUBLIC ACCOUNTANT
July 29, 1996
Fort Lauderdale, Florida
F-1
<PAGE>
ABCOR PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MAY 31, 1996 AND 1995
1996 1995
ASSETS
Total Assets $ -0- $ -0-
SHAREHOLDERS'EQUITY
Shareholder's Equity: $ 299,964 $ 299,964
Common Stock, no par value;
authorized 50,000,000 Class A Common
Shares, 150,000,000 ordinary common
shares; issued and outstanding-
1,000,000 ordinary common shares
Preferred stock, $1,000 par value; 12%
redeemable and convertible, 1,000,000
shares authorized; no shares issued
and outstanding -0- -0-
(Deficit) accumulated during the
development stage (299,964) $ 299,964
Total Shareholder's Equity $ -0- $ -0-
The accompanying notes are an integral part of these
financial statements.
F-2
<PAGE>
ABCOR PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEARS ENDED MAY 31, 1996, 1995 AND 1994
1996 1995 1994
Revenues $ -0- $ -0- $ -0-
Cost of Revenues -0- -0- -0-
Gross Profit -0- -0- -0-
Expenses:
General & Administrative -0- -0- -0-
Total Expenses -0- -0- -0-
Net Loss -0- -0- -0-
$ -0- $ -0- $ -0-
The accompanying notes are an integral part of these
financial statements.
F-3
<PAGE>
ABCOR PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS EQUITY
YEARS ENDED MAY 31, 1996, 1995 AND 1994
1996 1995 1994
Shareholders' Equity:
Beginning of period $ -0- $ -0- $ -0-
Additions -0- -0- -0-
Deductions -0- -0- -0-
End of period $ -0- $ -0- $ -0-
The accompanying notes are an integral part of these
financial statements.
F-4
<PAGE>
ABCOR PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
YEARS ENDED MAY 31, 1996, 1995 AND 1994
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ -0- $ -0- $ -0-
Adjustment to Reconcile Net Loss
to Net Cash Used by
Operating Activities -0- -0- -0-
Net Cash Used by
Operating Activities -0- -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES -0- -0- -0-
Net Change in Cash -0- -0- -0-
Cash - Beginning of Period -0- -0- -0-
Cash - End of Period $ -0- $ -0- $ -0-
The accompanying notes are an integral part of these
financial statements.
F-5
<PAGE>
ABCOR PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Abcor Products, Inc. (the Company) was organized under the laws of the State of
Florida on April 9, 1987 as HWS Noviembre Corporation. On May 19, 1989, the
Company filed an amendment changing its name to Abcor Products, Inc.
The Company is a development stage entity. It is inactive, ceasing operations in
the second quarter of 1990. The Company intends to effect a merger, acquire the
assets or the common stock of existing businesses. There can be no assurance of
the Company's success in such endeavors.
Method of Accounting
The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles. Accordingly, revenues are recorded as earned
irrespective of their receipt and expenses are recognized when incurred
regardless of when they are paid. The Company did not enter into any
transactions during the three year period ended May 31, 1996.
NOTE 2 - SHAREHOLDERS' EQUITY
Common Stock
The common stock shares are divided into two classes, Class A common shares and
ordinary common shares. The Company is authorized to issue 50,000,000 Class A
common shares and 150,000,000 ordinary common shares. Class A common shares
shall be converted automatically into ordinary common shares upon sale, death,
or other transfer by the original holder other than to another Class A Common
shareholder, or at any time at the written request of the original holder. No
Class A common shares are issued and outstanding.
The common shares carry no preemptive rights and are not redeemable. Cumulative
voting is not permitted. All shareholders are entitled to participate equally in
dividends and rank equally in the event of liquidation.
On August 10, 1995, the Company authorized a reverse stock split of one share
for each 100 outstanding, the effect of which was to reduce the outstanding
ordinary common shares to 1,000,000. The financial statements reflect the
retroactive application of the reverse stock split.
Preferred Stock
The Company has authorized the issuance of 1,000,000 shares of Redeemable
Convertible 12% Preferred Stock with a par value of $1,000 per share. These
preferred shares are entitled to two votes per share, a 12% preferred dividend,
have a preference upon liquidation or partial return of capital, and may be
redeemed by the Company or converted to ordinary common shares. No preferred
stock has been issued.
abcor\abc596.bal
F-6
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