SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(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: March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0 17304
CNH Holdings Company
(Exact name of registrant as specified in its charter)
Nevada 11 2867201
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
17659 Sun Meadow, Dallas, TX 75252
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 248 4873
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant
to Rule 405 of Regulation S K is not contained herein and will not
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 K or any amendment to this Form 10 K. [ ]
State the aggregate market value of the voting stock held by non
affiliates of the registrant. The aggregate market value shall be
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 60 days prior to the date of filing: There is presently
no market in registrant's stock; thus, there is no market value.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date: As of September 5, 1997, there were 400,000 shares
outstanding.
Registrant has had no revenues since the fiscal year ended March
31, 1990.
Documents Incorporated by Reference: List hereunder the documents,
if any, incorporated by reference and the part of this Form 10 KSB
into which the document is incorporated: None.
Item 1. Description of Business:
CNH Holdings Company, a Nevada corporation (the Company), was
incorporated on April 15, 1987, under the name of I.S.B.C. Corp.
On January 28, 1988, the Company completed an initial public
offering of units consisting of one share of the common stock of
the Company (Common Stock) and one Class A Warrant, all of the
latter of which have either expired or been exercised. On June 27,
1988, the Company acquired all of the outstanding shares of Coral
Group, Inc., a privately held Colorado corporation (Coral Group),
formed in 1984 and then principally engaged in the development and
marketing of computer software programs. During fiscal 1990, the
Company formed two additional subsidiaries, Coral Telesystems, Inc
(CTI), and Coral Pacific, Inc. (Pacific), both of which were
Colorado corporations. Through fiscal 1991, the business of the
Company was conducted solely through Coral Group, CTI and Pacific.
During fiscal 1991, the Company defaulted on all of its outstanding
obligations to its financial institution, which were secured by all
of the assets of the Company, including the shares of Coral Group,
CTI and Pacific. The Company voluntarily transferred all of the
security for this debt to the financial institution in exchange for
an acknowledgment of full and complete satisfaction of all
remaining liabilities of the Company to the institution. All
licenses which the Company had regarding its software were
terminated without liability and returned to the original licensor,
and all leases which the Company had were similarly terminated
without liability. Finally, all tax and accounts payable owed by
the Company were paid in full. The Company then ceased operations
in the computer software field.
On April 12, 1996, the Company held a special meeting of its board
of directors (the Board of Directors). The purpose of the meeting
was to (i) discuss and take action on all corporate matters which
had taken place since the date of the last meeting of the board,
including the filing of all delinquent reports by the Company with
the U.S. Securities and Exchange Commission (the Commission), (ii)
ratify the appointment of independent Certified Public Accountants
to audit the books and records of the Company since 1990, (iii)
discuss the financial condition of the Company and implement an
appropriate course of action and (iv) discuss all other matters
then pending before the Company. At the meeting, the Board of
Directors adopted a new plan of business for the Company, that
being to begin a search for a new business opportunity. In order
to implement this new plan of business, however, the Board of
Directors had to implement a number of curative measures, including
the engagement of an attorney to assist in general corporate
matters and the filing of all delinquent reports with the
Commission, and the engagement of a new auditor to audit the books
and records of the Company since the fiscal year ended March 31,
1990, in order to prepare and file all necessary federal and state
income tax forms and compile the financial information necessary
for the filing of all quarterly reports by the Company with the
Commission. The foregoing resulted in the incurrence by the
Company of obligations of $381 for services performed during the
first quarter of fiscal 1997, which were satisfied through the
issuance of Common Stock on May 3, 1996, to the sole executive
officer of and attorney for the Company. The Company is now
current in its reports with the Commission, all tax filings have
been made with the appropriate federal and state agencies and all
information concerning the foregoing has been disseminated to the
public.
Item 2. Description of Property:
The Company, as of the date of this report, owned no real or
personal property, tangible or intangible. Conversely, the Company
had no liabilities which had not either been paid in their entirety
or fully provided for. The executive offices of the Company are
being provided free of charge by its sole director and executive
officer, Mr. Lionti. These offices are located at 17659 Sun
Meadow, Dallas, TX 75252. The telephone number at this address is
(972) 248 4873.
Item 3. Legal Proceedings:
No material legal proceedings to which the Company (or any officer
or director of the Company, or any affiliate or owner of record or
beneficially of more than five percent of the Common Stock, to
management's knowledge) is a party or to which the property of the
Company is subject is pending, and no such material proceeding is
known by management of the Company to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders:
There were no meetings of security holders during the period
covered by this report; thus, this item is not applicable. The
shareholders of the Company did, however, act by consent, as
allowed by state law, on one occasion during the period covered by
this report. These actions are described in their entirety under
Item 1, above.
Item 5. Market for Common Equity and Related Shareholder Matters:
There is no active trading market for the Common Stock. The Common
Stock is not listed on any exchange and is not quoted or traded on
the over the counter market. Currently, no broker maintains a
position or deals in the Common Stock and no bid or asked prices
are quoted in the pink sheets or any local newspaper.
On May 30, 1996, the Company implemented a reverse one for one
thousand (1:1,000) capital share split. Concurrently, the
authorized capitalization of the Company was increased to
10,000,000 common shares, $.001 par value per share, and 1,000,000
preferred shares, $.01 par value per share. As of September 5,
1997, there were approximately 400,000 shares of Common Stock
issued and outstanding, held of record by in excess of 1,000
shareholders. There were no preferred shares outstanding.
The Company has paid no dividends on the Common Stock since
inception and does not expect to pay dividends in the foreseeable
future. There are, however, no restrictions on the payment of
dividends.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Results of Operations:
The Company has had no revenues, operating or otherwise, since the
fiscal year ended March 31, 1990. Correspondingly, all expenses
during these periods were administrative in nature and immaterial
in amount. Thus, no meaningful comparison can be made between
these fiscal years.
Liquidity and Capital Resources:
The Company has had no liquidity sources since fiscal 1990. All
administrative matters were provided for by the executive officer
of and attorney for the Company in exchange for those shares issued
to them on May 3, 1996.
Compliance with Beneficial Ownership Reporting Rules:
Section 16(a) of the Securities Act of 1934, as amended (Exchange
Act), requires the executive officers and directors of the Company,
and persons who beneficially own more than 10% of the Common Stock,
to file initial reports of ownership and reports of changes in
ownership with the Commission. These officers, directors and
shareholders are also required to furnish the Company with copies
of certain of these reports. Based solely on a review of copies of
reports furnished to the Company during its fiscal year ended March
31, 1997, and thereafter, or written representations, if any,
received by the Company from these persons that no other reports
were required, the Company believes that, during the fiscal years
ended March 31, 1991, 1992, 1993, 1994, 1995, 1996 and 1997, all
applicable Section 16(a) filing requirements were satisfied.
Item 7. Financial Statements:
Halliburton, Hunter & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders]
CNH Holdings Company
We have audited the balance sheets of CNH Holdings Company as of
March 31, 1997 and 1996, and the related statements of income
(loss) and of stockholders' equity for the years then ended, and
the year ended March 31, 1995. 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 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. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CNH
Holdings Company as of March 31, 1997 and 1996, and the results of
its operations and shareholders' equity for the years then ended,
and the year ended March 31, 1995, in conformity with generally
accepted accounting principles.
The Company discontinued operations March 31, 1991. Statements of
cash flows have been omitted for that reason.
Littleton, Colorado
May 26, 1997
CNH HOLDINGS COMPANY
BALANCE SHEET
March 31,
1997 1996
ASSETS
Current Assets:
Total current assets $ ---- $ ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ ---- $ ----
Stockholders' Equity:
Preferred Stock, $.01 par value, 1,000,000
shares authorized, no shares issued
and outstanding ---- ----
Common Stock, $.001 par value, 10,000,000
shares authorized, 400,000 shares
issued and 400 19
outstanding on
March 31, 1997, and 19,228
issued and outstanding on
March 31, 1996
Additional paid-in capital 4,712,584 4,712,584
Accumulated deficit (4,712,984) (4,712,603)
Total Stockholders' Equity $---- $ ----
See accompanying notes to financial statements.
CNH HOLDINGS COMPANY
STATEMENT OF OPERATIONS
Year ended March 31,
1997 1996 1995
Income (loss) from discontinued
operations $ ---- $ ---- $ ----
(Loss) on termination
of operations (381) ---- ----
Net income (loss) $(381) $ ---- $ ---
Per share data
Net income (loss) $ (1) $ ---- $ ----
Weighted average
shares outstanding 365,380* 19,228* 19,228*
* Shares have been adjusted to reflect a reverse stock split
effectuated on May 30, 1996.
(1) Loss is less than $.01 per share
See accompanying notes to financial statements.<PAGE>
CNH HOLDINGS COMPANY
STATEMENT OF STOCKHOLDERS' EQUITY
Total
Common Stock Accumulated Equity
Shares Amount Deficit (Deficit)
Balance at
March 31, 1995, 19,061,245 $4,712,603 $(4,712,603) -
and March 31, 1996
Issuance of common
shares for 380,938,755 381 - 381
services on
May 3, 1996
Reverse 1:1000
common share (399,600,000) ---- ---- ----
split on May
30, 1996
Net loss for the
year ended
March 31, 1997 ---- ---- (381) (381)
Balance at March
31, 1997 400,000 $4,712,984 $(4,712,984) ----
See accompanying notes to financial statements.
CNH HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997, 1996, and 1995
1. Organization
I.S.B.C. Corp. was incorporated in Delaware on April 15, 1987. On
January 29, 1988, I.S.B.C. Corp. completed a public offering of
800,000 units at a price of $.50 per unit, consisting of one share
of common stock and three redeemable warrants. All unexercised
warrants have now expired.
On June 27, 1988, I.S.B.C. Corp. issued 21,000,000 shares of its
common stock in exchange for all of the outstanding shares of Coral
Group, Inc. Subsequent to the exchange of stock, I.S.B.C. Corp.
changed its name to Coral Companies, Inc. Coral Group, Inc. was
incorporated on March 12, 1984, and commenced operations in
November 1984. Coral Group, Inc.'s primary business was the
marketing of computer hardware and software as well as providing
consulting services, installation support, training programs and
software maintenance for its customers. Since the shareholders of
Coral Group, Inc. owned approximately 85% of Coral Companies, Inc.
immediately after the exchange, the stock exchanges was accounted
for as a reverse acquisition of Coral Companies, Inc. by Coral
Group, Inc. The Company, subsequent to the acquisition of the
Coral Group, changed its name to CNH Holdings Company and its
domicile to Nevada.
The Company previously had outstanding a class of preferred stock
which was entitled to one vote per share, was not entitled to
receive any dividends that may have been declared and had a
liquidation preference of $.02 per share. The preferred stock was
previously converted to common stock, and the liquidation
preference of $220,000 was reclassified from preferred
stockholders' equity to common stockholders' equity.
On May 30, 1996, the Company effected a reverse one for one
thousand capital share split. Concurrently, the authorized number
of common shares was increased to 10,000,000, $.001 par value per
share and 1,000,000 preferred shares, $.01 par value. After the
split, there were 400,000 common shares outstanding, which included
shares of the $.001 par value common issued to individuals in
exchange for services rendered during the first quarter of fiscal
1997.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure:
The former auditors of the Company, Laventhol & Horwath, went out
of business during 1993. The Company, therefore, retained the
services of Halliburton, Hunter & Associates, P.C. The decision to
change was approved by the board governing the Company, which has
no standing audit or similar committee. The Company has had no
disagreement with its accountants on any matter of accounting
principal or practice, financial statement disclosure or auditing
scope or procedure which would have caused either of the
accountants to make reference in their respective reports upon the
subject matter of the disagreement. Further, the principal
accountants' respective reports on the financial statements do not
contain an adverse opinion or a disclaimer of opinion or
qualification as to audit scope or accounting principle.
PART III
Item 9. Directors and Executive Officers of the Company:
The following table sets forth all current directors and executive
officers of the Company, as well as their ages:
NAME AGE POSITION WITH COMPANY *
Paul M. Lionti 49 Sole Director, President, Chief
Executive, Financial and Accounting
Officer, Treasurer
* No current director has any arrangement or understanding whereby
they are or will be selected as a director or nominee.
The executive officer will hold office until the next annual
meeting of shareholders and until his successor has been duly
elected and qualified. The officers are elected by the Board of
Directors at its annual meeting immediately following the
shareholders' annual meeting and hold office until their death or
until they earlier resign or are removed from office. There are no
written or other contracts providing for the election of directors
or term of employment of executive officers, all of whom serve on
an at will basis.
The Board of Directors currently consists of one member, Mr. Paul
M. Lionti. The Company does not have any standing audit,
nominating or compensation committees, or any committees performing
similar functions. The board will meet periodically throughout the
year as necessity dictates. Since March 31, 1990, the board has
had one meeting, which occurred during fiscal 1997.
Executive Profiles:
Mr. Lionti has been a private businessman in Dallas, Texas, during
the last five years. He became a Director and the President and
Chief Executive Officer of the Company in 1989. In 1996, he became
Chief Financial and Accounting Officer and Treasurer of the Company
as well.
Item 10. Executive Compensation:
No compensation has been paid since the fiscal year ended March 31,
1990, to the Board of Directors or executive officers of the
Company in their capacities as such, other than the issuance,
effective May 3, 1996, of those common shares to Mr. Lionti in
exchange for services rendered during fiscal 1997, as discussed
above under Items 1 and 6. Mr. Lionti has no other agreement for
or expectation of compensation from the Company.
Item 11. Security Ownership of Management and Certain Others:
Based upon information which has been made available to the Company
by its stock transfer agent, the following table sets forth, as of
September 5, 1997, the shares of Common Stock owned by each current
director, by directors and executive officers as a group and by
each person known by the Company to own more than 5% of the
outstanding Common Stock:
Title of Class Name and Address Number of Shares Percent of
of Beneficial Owner Class (1)
Common Stock Paul M. Lionti 191,981 47.995%
Common Stock Mark S. Pierce 190,386 47.597%
Directors and Executive
Officers as a Group
(one in number): 191,981 47.995%
(1) Based on 400,000 shares of common stock issued and outstanding
on September 5, 1997.
Item 12. Certain Transactions:
On May 3, 1996, the Company caused to be issued to Messrs. Paul M.
Lionti and Mark S. Pierce 190,386 post split shares each of the
restricted common stock of the Company in exchange for services
rendered to the Company during the first fiscal quarter of 1997 in
bringing the Company current with the Commission in the filing of
its reports, bringing the Company current in the filing of its
federal and state income tax returns and otherwise providing those
services necessary for the operation and management of the Company.
Item 13. Exhibits and Reports on Form 8 K
(a) Exhibits: None
All required exhibits were previously filed with the Registration
Statements on Form S 18 (No. 33 17008 NY) and Form S 1 (No. 33
29899) and with the Form 10 KSB for the fiscal year ended March 31,
1996.
(b) Forms 8 K: None.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on this 8th
day of September, 1997.
CNH HOLDINGS COMPANY
(Registrant)
By: /s/ Paul M. Lionti
Paul M. Lionti, Chief Executive Officer
By: /s/ Paul M. Lionti
Paul M. Lionti, Chief Financial
and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the registrant in the capacity on this 8th day of
September, 1997.
/s/ Paul M. Lionti
Paul M. Lionti, Director
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<PERIOD-END> MAR-31-1997
<CASH> 0
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<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
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<PP&E> 0
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<BONDS> 0
0
0
<COMMON> 400
<OTHER-SE> (400)
<TOTAL-LIABILITY-AND-EQUITY> 0
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<TOTAL-COSTS> 381
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<INTEREST-EXPENSE> 0
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<INCOME-TAX> 0
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