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: March 31, 2000 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 17659
(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: The
common stock of registrant is listed and traded on the "Bulletin Board"
maintained by the National Association of Securities Dealers, Inc. The quoted
inside bid and asked prices for the common stock on June 30, 2000 were $.06 and
$.12, respectively. There were 14,971,774 common shares outstanding on that
date, of which 12,858,167 shares were held by non affiliates. The aggregate
market value for the common stock held by non affiliates on that date was,
therefore, $1,157,235.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: As of June 30, 2000 there were
14,971,774 common shares outstanding.
Registrant had no revenues during the fiscal year ended March 31, 2000.
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.
<PAGE>
PART I:
Item 1. Description of Business:
History: CNH Holdings Company, a Nevada corporation (the Company), was
incorporated in Delaware on April 15, 1987, under the name of I.S.B.C. Corp. The
Company subsequently changed its name first to Coral Companies, Inc., and then
to CNH Holdings Company. Domicile was changed to Nevada in 1997. The Company
conducted an initial public and secondary offerings during the 1980s.
SEDI and NORM: On June 15, 1998, the Company entered into a reorganization
agreement (the SEDI Reorganization Agreement) with Southport Environmental and
Development, Inc. (SEDI), and the shareholders of SEDI pursuant to which the
Company acquired all of the outstanding proprietary interest of SEDI and,
through SEDI, 1/3rd of the outstanding proprietary interest of NORM Services,
Group, Inc. (NORM), in a share for share exchange which resulted in SEDI
becoming a wholly owned subsidiary of the Company, NORM becoming a minority
owned subsidiary of SEDI and the shareholders of SEDI acquiring control of the
Company through their share ownership. The Company issued 6,000,000 common
shares and 200,000 shares of preferred stock in this phase of the acquisiton.
The majority of these shares were issued to Messrs. Larry V. Tate and Gerald W.
Pybas. On August 7, 1998, the Company, through SEDI, acquired the remaining
outstanding interest of NORM which was not then owned in a tax free
reorganization, issuing 450,000 shares of common stock in exchange. NORM, on
this date, had previously acquired all of the assets and liabilities of NSG
Rentals, a Texas general partnership, in exchange for common stock of NORM which
were concurrently exchanged for common shares of the Company.
On January 13, 2000, the Company reported the sale of SEDI, to Messrs. Larry V.
Tate and Gerald W. Pybas. Messrs. Tate and Pybas, at that time, returned
3,000,000 shares of common stock and 184,000 shares of preferred stock to
treasury. Subsequently, disagreements arose and litigation was initiated. On
April 19, 2000, the SEDI Reorganization Agreement was rescinded by agreement
between the parties. This agreement was made a formal order of the court (Texas
Formal Court Order), as discussed below. The rescission resulted in the return
of all shares of SEDI to Messrs. Tate and Pybas which the Company owned or
claimed an ownership interest in effective the date of the original acquisition
of SEDI. The rescission acted to return the Company to the same position it
occupied on June 14, 1998, as if the acquisition of SEDI and NORM had never
occurred and no acts of the board and executive officers governing the Company
had transpired subsequent to June 14, 1998.
Telenergy: During the final quarter of calendar 1999, the board then governing
the Company organized a wholly owned subsidiary, Telenergy Communications, Inc.
(Telenergy). On April 19, 2000, the formation of Telenergy by the Company was
rescinded under the Texas Formal Court Order. This rescission resulted in the
transfer of all shares of Telenergy to a third party effective the date of
formation. The rescission acted to return the Company to the same position it
occupied on June 14, 1998, as if the formation of Telenergy had never occurred
and no acts of the board and executive officers governing the Company had
transpired subsequent to June 14, 1998.
Rancho Santa Fe Contract: On December 15, 1999, the Company entered into an
agreement with Rancho Santa Fe Capital Partners to assist in raising capital for
Telenergy. No capital was raised and the agreement was subsequently rescinded on
April 19, 2000, under the provisions of the Texas Formal Court Order.
<PAGE>
TCA Transaction: On December 24, 1999, the Company reportedly secured a $500,000
bridge loan from Texas Capital Advisors, Inc. (TCA) The loan agreement was
subsequently rescinded by the Texas Formal Court Order on April 19, 2000, and
all 4,000,000 of the shares of common stock issued to TCA in obtaining the loan
were ordered by the court to be returned to treasury.
Bolton Energy: In January, 2000, the Company purchased Bolton Energy Services,
Inc. (Bolton Energy), for $100,000 in cash and 390,000 shares of common stock.
This acquisition was subsequently rescinded under the provisions of the Texas
Formal Court Order on April 19, 2000, and all 390,000 of the foregoing shares of
common stock were ordered to be returned to treasury.
Change in Control: Under the terms and conditions of the SEDI Reorganization
Agreement, the Company issued, in part, 200,000 preferred shares to the
shareholders of SEDI, including Messrs. Larry V. Tate and Gerald W. Pybas.
Messrs. Tate and Pybas, as discussed above, previously returned 186,000
preferred shares to treasury. An additional 2,000 shares of preferred stock were
returned to treasury subsequent to January 13, 2000, leaving 12,000 shares of
preferred stock outstanding at March 22, 2000.
The reported transfer of SEDI to Messrs. Tate and Pybas on January 13, 2000,
triggered the voting and conversion provisions applicable to the remaining
outstanding shares of preferred stock. The holders of these shares on March 22,
2000, appointed a new board of directors and executive officers to govern the
Company. Subsequently, the holders of these shares converted into common stock.
Each preferred share was converted into 1,000 common shares; thus, 12,000,000
common shares were issued, leaving no preferred shares outstanding.
SEDI and TCA Suits: On April 5, 2000, the Company filed suit in District Court,
City and County of Denver, State of Colorado (Case No.: 00 CV 1690) as
plaintiff. The suit was filed against Messrs. Larry V. Tate and Gerald W. Pybas
and SEDI. The complaint was filed against these defendants principally for the
purpose of (1) formally rescinding the acquisition of SEDI on June 15, 1998 and
(2) recovering all shares of stock issued to Messrs. Tate and Pybas.
On April 7, 2000, the Company filed suit in Federal District Court for the State
of Colorado (Case No.: 00 S 720) as plaintiff. The suit was filed against
Messrs. Larry Tate, Gerald Pybas, Scott Paulson and Robert Baker and TCA. The
complaint was filed against these defendants principally for the purpose of
formally rescinding their actions from approximately June 14, 1998, through
March 22, 2000, and recovering all securities and other consideration which they
had received from the Company.
Subsequently, TCA, on behalf of itself and purportedly on behalf of the Company,
filed a complaint with the United States District Court for the Southern
District of Texas against Messrs. Pierce and Stidham. (Case No. H 00 1218). TCA
received a temporary restraining order against Messrs. Pierce and Stidham, and a
preliminary injunction hearing was schedule for April 19, 2000. At that hearing,
the various parties to the above suits, among others, reached an agreement which
was made a formal order of the court (Texas Federal Court Order).
<PAGE>
The Texas Federal Court Order formally rescinded the SEDI, NORM and Bolton
Energy acquisitions and the formation of Telenergy. SEDI was transferred back to
Messrs. Tate and Pybas as a result of the rescision. NORM, Bolton Energy and
Telenergy were transferred to TCA and Messrs. Paulson and Baker. The Texas
Federal Court Order also rescinded all actions of the board and executive
officers of the Company from June 14, 1998, through April 19, 2000, and put the
Company in the position which it occupied at June 14, 1998, as if none of the
actions which had occurred since that time had transpired. As a result, the
Company has no assets and no liabilities.
The Texas Federal Court Order also required the return of 4,301,501 shares of
common stock to treasury by TCA, Mr. Baker and their affiliates and 390,000
shares by the shareholders of Bolton Energy. The order further required Messrs.
Tate and Pybas to return 2,020,000 shares of common stock to treasury.
Item 2. Description of Property: The Company, during the period covered by and
on the date of this report, owned no real or personal property. The executive
offices of the Company are now located at 17659 Sun Meadow, Dallas, TX 460 Ogden
Street, Denver, Colorado 17659. 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.
Item 5. Market for Common Equity and Related Shareholder Matters: The Common
Stock is presently traded in the over the counter market and is listed on the
Pink Sheets maintained by the National Quotation Bureau, Inc., and on the
Bulletin Board maintained by the National Association of Securities Dealers,
Inc. (NASD) under the symbol CNHH. The following table sets forth the range of
high and low bid and asked quotations for the common stock during each calendar
quarter beginning January 1, 1998, and ending March 31, 2000, each of which has
been rounded to the nearest whole cent.
High Bid Low Bid High Ask Low Ask
March 31, 1998 2.125 0.25 2.625 0.50
June 30, 1998 1.75 0.75 2.00 0.9375
September 30, 1998 1.375 0.25 1.875 0.625
December 31, 1998 0.4375 0.3125 0.75 0.4375
March 31, 1999 1.625 0.3125 2.00 0.75
June 30, 1999 1.375 0.375 1.625 0.75
September 30, 1999 1.00 0.50 1.50 1.125
December 31, 1999 0.375 0.25 0.75 0.50
March 31, 2000 0.25 0.125 0.375 0.25
The above prices were obtained from the National Association of Securities
ealers, Inc. The quotations represent inter dealer quotations without retail
mark up, mark down or commission, and may not necessarily represent actual
transactions. On June 30, 2000, the closing inside bid and asked prices quoted
on the Bulletin Board for the common stock were $.06 and $.12, respectively. On
that date, there were eleven broker dealers in the market.
<PAGE>
Outstanding Shares and Shareholders of Record: As of March 31, 2000 and June 30,
2000, the transfer ledgers maintained by the Company's stock transfer agent
indicated that there 14,971,774 shares of common stock issued and outstanding,
12,000,000 of which were restricted. On that date there were 585 shareholders of
record.
Dividends: The Company has not declared or paid any dividends on its Common
Stock from inception to the date of this report, although there are no
restrictions on the payment of dividends. Further, no dividends are contemplated
at any time in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations:
The following discussion has been prepared assuming the Company will continue as
a going concern; however, the audit report includes a caveat on this point. In
reading the following, one should first consult the audit report, financial
statements and footnotes, while keeping in mind the significant operating losses
generated by the Company on a consolidated basis with its subsidiaries.
Results of Operations: The Company had no revenues, operating or otherwise, from
1991 through the fiscal year ended March 31, 2000, as a result of the recision
discussed above under Item 1. Correspondingly, all expenses during these periods
were administrative in nature and immaterial in amount.
Liquidity and Capital Resources: The Company had no liquidity sources from
fiscal 1990 through the fiscal year ended March 31, 2000, other than the
extension of credit from officers, directors and creditors.
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, 2000, 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, 1998, 1999 and 2000, all applicable Section 16(a) filing
requirements were satisfied.
Item 7. Financial Statements:
<PAGE>
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, 2000,
and March 31, 1999, and the related statements of income (loss) and of
stockholders' equity for the three years ended March 31, 2000. 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, 2000, and March 31, 1999, and the results of its operations and
shareholders' equity for the three years ended March 31, 2000, 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 the notes to the
financial statements, the Company has suffered substantial losses from
operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Halliburton, Hunter & Associates, P.C.
------------------------------------------
Halliburton, Hunter & Associates, P.C.
Littleton, Colorado
June 15, 2000
<PAGE>
CNH HOLDINGS COMPANY
BALANCE SHEETS
March 31,
2000 1999
---- ----
ASSETS
Current assets: $ -- $ --
--------- ---------
Total assets -- --
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities: $ -- --
Stockholders' Equity (Deficit)
Preferred Stock, $.01 par value, 1,000,000 shares
authorized, no shares issued and outstanding
on March 31, 2000, and 200,000 shares issued
and outstanding on March 31, 1999 -- 2,000
Common Stock, $.001 par value, 50,000,000 shares
authorized, 14,971,774 shares issued and outstanding
at March 31, 2000 and 7,259,410 shares issued
and outstanding at March 31, 1999 14,972 7,259
Additional paid in capital 114,428 581,495
Deficit (129,400) (761,822)
--------- ---------
-- (171,068)
--------- ---------
Total Liabilities and Stockholders' Equity $ -- 632,974
========= =========
The Auditor's report and accompanying notes are
an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
CNH HOLDINGS COMPANY
STATEMENTS OF OPERATIONS
Years ended March 31,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Operational Expenses -- -- 129,000
Income (loss) from discontinued operations -- -- --
(Loss) on termination of operations -- -- --
Net income (loss) $ -- $ -- $ (129,000)
Per share data:
Net income (loss) $ (1) $ (1) $ (.30)
Weighted average shares outstanding 4,960,523* 5,682,058 400,000*
</TABLE>
* Shares have been adjusted to reflect a reverse stock split effectuated on
May 30, 1996.
(1) Loss is less than $.01 per share
The Auditor's report and accompanying notes are
an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
CNH HOLDINGS COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
Preferred Common Total
Preferred Common Stock Stock Accumulated Equity
Shares Shares Amount Amount APIC Deficit (Deficit)
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1997 -- 400,000 $ -- 400 -- (400) --
Issuance of common shares
for services in December, 1997 -- 100,000 -- 100 3,900 -- 4,000
Issuance of common shares for
services in December, 1997 -- 450,000 -- 450 224,550 -- 225,000
Net loss for the year ended
March 31, 1998 -- -- -- -- -- (129,000) (129,000)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 1998 -- 950,000 -- 950 228,450 (129,400) 100,000
Exchange and sale of stock
in acquisition of subsidiary 200,000 5,020,000 2,000 5,020 353,045 -- 360,065
Sale of stock -- 1,289,410 -- 1,280 -- -- 1,289
Net loss for year ended
March 31, 1999 -- -- -- -- -- (632,422) (632,422)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 1999 200,000 7,259,410 2,000 7,259 581,495 (761,822) (171,068)
SEDI Recission (188,000) (5,020,000) (1,880) (5,020) (454,454) 632,422 171,068
Conversion of Preferred
to Common Stock in
March, 2000 (12,000) 12,000,000 (120) 12,000 (11,880) -- --
Issuance of common shares
under stock options -- 732,364 -- 733 (733) -- --
----------------------------------------------------------------------------------------------------
Balance at March 31, 2000 -- 14,971,774 $ -- 14,972 114,428 (129,400) --
====================================================================================================
The Auditor's report and accompanying notes are
an integral part of these statements.
</TABLE>
<PAGE>
CNH HOLDINGS COMPANY
NOTES TO FINANCIAL STATEMENTS
March 31, 2000, 1999, and 1998
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 changed 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.
On December 9, 1997, the Company entered into a reorganization agreement (DRC
Reorganization Agreement) with GNC Corporation, a Nevada corporation (GNC), and
the sole shareholder of GNC, that being DRC, Inc., a Nevada corporation (DRC)
pursuant to which the Company agreed to acquire all of the outstanding
proprietary interest of GNC in a share for share exchange which subsequently
resulted in GNC becoming a wholly owned subsidiary of the Company and DRC
acquiring control of the company through its share ownership. The accquisition
was rescinded due to the failure of GNC and DRC to deliver the required
financial statements.
On June 18, 1998, the Company acquired Southport Environmental in a share for
share exchange, which resulted in the Company issuing 6,000,000 common shares
and 200,000 preferred shares. Concurrent with the acquisition there was a change
in control and management of the company. This acquisition was subsequently
rescinded on June 27, 2000, by the Federal District Court in Houston, Texas. The
Court formally rescinded the SEDI acquisition, as well as another acquisition
and the formation of a subsidiary, all of which reportedly took place in fiscal
2000. The Court also rescinded all actions of the board and executive officers
of the Company from June 14, 1998, through April 19, 2000, and put the Company
in the position which it occupied at June 14, 1998, as if none of the actions
which had occurred since that time had transpired. As a result, the Company had
no assets and no liabilities at March 31, 2000. The Court also required the
return of 6,711,501 shares of common stock to treasury by affiliates of SEDI,
including 5,020,000 issued in the SEDI acquisition, of which 3,000,000 have
already been returned.
On March 22, 2000, the holders of the remaining preferred shares outstanding
converted their holdings into 12,000,000 shares of common stock. Concurrently,
the articles of incorporation of the company were amended to increase the number
of authorized common shares to 50,000,000.
<PAGE>
2. Accounting principles:
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Cash: For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
and money market funds to be cash equivalents.
Loss Per Shares: Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS No. 128) Earnings per Share. Basic
loss per share is computed by dividing losses available to common shareholders
by the weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would have resulted if
diluted common stock equivalents had been converted to common stock. The net
losses per share calculations reflect the effect of stock dividends and stock
splits.
Income Taxes: Income taxes provide for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to net operating loss carry forwards and differences
between the basis of various assets for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.
Depreciation and Depletion: Depreciable property, plant and equipment are
depreciated over their estimated useful lives on the straight line method, using
lives of three to seven years. Organization costs are amortized evenly over a
period of 60 months.
3. 1999 Stock Option Plan: On January 25, 1999, the Company's board adopted a
stock option plan in which all full time employees of the Company and its
subsidiaries are eligible to participate. The plan is administered by the board,
which may subsequently appoint a committee for this purpose. The plan set aside
up to 1,000,000 shares of common stock to cover options to be granted over the
term of the plan. The plan has a ten year term which commended January 25, 1999.
The company has filed a registration statement under the act to cover the shares
which are issued under the plan. At year end, 732,364 options had been granted
under the plan, all of which had been exercised.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure: This item is not applicable to the period covered by this
report.
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 55 Chairman of the Board of Directors
and 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 officers hold office until the next annual meeting of shareholders
and until their respective successors have 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, 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.
Executive Profiles: Mr. Paul M. Lionti has owned and managed his own privately
held software company during the past five years. He has been the sole executive
officer and director of the Company since 1991.
Item 10. Executive Compensation: No compensation was paid to the Board of
Directors or executive officers of the Company in their capacities as such
during the fiscal years ended March 31, 2000, March 31, 1999, or March 31, 1998.
<PAGE>
Item 11. Security Ownership of Management and Certain Others: Based on
information which has been made available to the Company by its stock transfer
agent, the following table sets forth, as of June 30, 2000, 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:
Name and Address Number of Percent of
Title of Class of Beneficial Owner Shares Class (1)
-------------- ------------------- ------ ---------
Common Stock Paul M. Lionti 2,113,607 14.11%
17659 Sun Meadow
Dallas, TX 17659
Common Stock Cynthia Jared 4,000,000 26.71%
8490 E. Crescent Pkwy.
Ste. 375
Greenwood Village, CO 80111
Common Stock Lynn Elliott 4,000,000 26.71%
4953 Thunder Rd.
Dallas, TX 75244
Common Stock Mark S. Pierce 2,038,386 13,61%
460 Ogden St.
Denver, CO 80218
Directors and Executive 2,113,607 14.11%
Officers as a Group
(one in number):
(1) Based on 14,971,774 shares of common stock issued and outstanding on June
30, 2000.
Item 12. Certain Transactions:
None.
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 Forms 10KSB
for the fiscal year ended March 31, 1997, March 31, 1998, and March 31, 1999.
(b) Forms 8 K:
1. Form 8 KSB dated March 22, 2000;
2. Form 8 KSB dated March 27, 2000;
3. Form 8 KSB dated April 5, 2000; and
4. Form 8 KSB dated April 7, 2000.
<PAGE>
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, this 12th day of July, 2000.
CNH HOLDINGS COMPANY
(Registrant)
By: /s/ Paul M. Lionti
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Paul M. Lionti, Chief Executive Officer
By: /s/ Paul M. Lionti
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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 12th day of July, 2000.
/s/ Paul M. Lionti
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Paul M. Lionti, Director
