<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number: 33-17264-NY
PATCO INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
Delaware 11-2856146
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Granite Street, Ashland, Oregon 97520
(Address of principal executive offices) (Zip Code)
(541) 482-5757
(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: None
Check 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 filing requirements for the past 90
days. Yes [ ] No [X]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
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-KSB or any amendment to this Form 10-KSB.
[X]
Due to a lack of a trading market for the common stock, the Company is unable to
determine the aggregate market value of the 63,368,087 shares of common stock
held by non-affiliates as of February 24, 2000.
There were 178,562,500 shares of common stock outstanding on February 24, 2000.
Documents Incorporated by Reference: None
Transitional Small Business Disclosure (check one): YES [ ] NO [X]
<PAGE>
This annual report contains forward-looking statements within the meaning of the
federal securities laws. These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,"
"the Company believes," "management believes" and similar language. The forward-
looking statements are based on our current expectations and are subject to
certain risks, uncertainties and assumptions. Our actual results may differ
materially from results anticipated in these forward-looking statements. We base
our forward-looking statements on information currently available to us, and we
assume no obligation to update them.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
The Company has no operations and does not carry on business. It was
incorporated in Delaware on March 20, 1987 under the name Redwing Ventures,
Inc., and changed its name to Patco Industries, Ltd. on June 16, 1989.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company does not own or lease property. The address used as the
Company's principal executive office is that of its current Chief Executive
Officer.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There was no market for the Company's securities at any time during its
three most recent fiscal years. As of February 24, 2000, the Company had
approximately 96 shareholders of record. The Company has not paid any cash
dividends on its common stock. Due to its present financial status, it does not
contemplate or anticipate paying any dividends on its common stock in the
foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
<PAGE>
The Company is a shell corporation with no operations or income. The
Company is exploring the possibility of engaging in a reverse merger with a
private company that has current operations. There can be no assurance that the
Company will be successful at consummating such a transaction.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements appear in a separate section of this report as
pages F-1 through F-3 following the signature page.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company engaged Eugene V. Lounder, C.P.A. as its principal accountant
to audit the Company's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
William C. Patridge, age 61, is the sole director and executive officer of
the Company. He has served as Chief Executive Officer and Chairman of the Board
since October 1999. Over the past five years, Mr. Patridge has worked as a
business consultant through Patridge & Company Incorporated, for which he serves
as President and Chairman. Prior to that, Mr. Patridge served as President and
CEO of Advanced Machine Visions Corporation (formerly known as "ARC Capital")
until 1994.
ITEM 10. EXECUTIVE COMPENSATION.
No compensation was paid to any of the Company's executive officers during
the past three fiscal years. There were no stock options issued to or held by
executive officers during 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of Common Stock as
of February 24, 2000 by (i) each person known by the Company to beneficially own
5% or more of the outstanding shares of Common Stock, (ii) each director of the
Company, (iii) each of the named executive officers, and (iv) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Approximate
Amount and Nature Percentage of
of Beneficial Ownership and
Name and Address Ownership Voting Power
- --------------------------------------------------------------------------------
<S> <C> <C>
William C. Patridge 115,194,413 64.5%
333 Granite Street
Ashland, OR 95720
All directors and executive officers
as a group (1 person) 115,194,413 64.5%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed as part of this report:
Exhibit
Number Description
------------------
3.1 Certificate of Incorporation of the Company*
3.2 Bylaws of the Company*
4 Specimen Stock Certificate of the Company*
27 Financial Data Schedule
- --------------------------
* Previously filed and incorporated herein by reference.
(b) Reports on Form 8-K: None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PATCO INDUSTRIES, LTD.
Date: February 28, 2000 By: /s/ William C. Patridge
----------------------------
William C. Patridge
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ William C. Patridge Chairman of the Board, Chief February 28, 2000
- -------------------------
William C. Patridge Executive Officer (principal
executive officer and principal
financial and accounting officer)
<PAGE>
PATCO INDUSTRIES, LTD.
AUDIT REPORT
DECEMBER 31, 1999
F-1
<PAGE>
February 23, 2000
Patco Industries, ltd.
333 Granite Street
Ashland, OR 97520
We have audited the accompanying balance sheet of Patco Industries, Ltd. (a
Delaware Corporation) as of DECEMBER 31, 1999. This is not a going business
concern, therefore, none of the related statements apply. The financial
statement is the responsibility of the management of Patco Industries, Ltd. Our
responsibility is to express an opinion on the financial statement based on our
audit.
We conducted our audit in accordance with generally accepted audit standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statement referred to above present fairly, the
financial position of Patco Industries, Ltd. as of December 31, 1999. It must
be noted that Patco Industries, ltd. is a holding company with no continuing
operations or plans for operations.
/s/ Eugene V. Lounder
Eugene V. Lounder, C.P.A.
F-2
<PAGE>
Patco Industries, Ltd.
Balance Sheet
December 31, 1999
<TABLE>
ASSETS
Other Assets:
<S> <C>
Organizational Costs $14,882
--------
Total Other Assets $14,882
--------
Total Assets $14,882
--------
--------
LIABILITIES & EQUITY
Liabilities:
Demand Note $11,450
Professional Fees Payable 2,446
Accrued Interest 807
--------
Total Liabilities $14,703
--------
Shareholder's Equity:
Common Stock--300,000,000 shares authorized;
178,562,500 issued and outstanding 179
--------
Total Shareholder's Equity 179
--------
Total Liabilities & Equity $14,882
--------
--------
</TABLE>
F-3
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
(AUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,882
<CURRENT-LIABILITIES> 14,703
<BONDS> 0
0
0
<COMMON> 179
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 179
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
