FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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 December 31, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition from to
Commission file number 33-19411-C
CREATIVE VENDING CORP.
Florida 65-0008012
State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization
P. O. Box 669, Palm Beach, FL 33480
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (407) 833-5092
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock $.00002 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
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1995 there were 2,000,000 shares of Common Stock
outstanding. There has never been trading in the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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PART I
ITEM 1 - BUSINESS
General
Creative Vending Corp. ("the Company"), a Florida corporation, was formed
in April of 1987 to engage in the acquisition of an operating business/s. From
inception to the present the Company was considered a development stage
enterprise. On February 17, 1989, the Company's name was changed from HWS Mai
Corp. to Creative Vending Corp. A new board of Directors was elected and on
March 15, 1989 It acquired certain inventory and equipment with a net value of
approximately $145,000. The Company was involved in the development, assembly,
manufacturing and sale of coin operated amusement machines. The Company did not,
however, have meaningful business operations during the year ended December 31,
1995, nor in any of its previous fiscal years. Due to the Company's inability to
raise working capital to fund such operations in the coin game industry, the
Company liquidated its assets to satisfy its liabilities in full during the year
end December 31, 1989. The Company anticipates commencing operations from a
South Florida location during the fiscal year to end December 31, 1996. The
Company is currently conducting a survey of possible businesses that it may
enter or acquire. As of this date the Company has not yet selected a business to
enter or acquire.
Competition
Numerous firms also located in South Florida as well as throughout the
United States will compete vigorously with the Company for the acquisition of
business and potential business ventures and opportunities. The Company will be
at a competitive disadvantage in the pursuit of possible target acquisitions
because of the inexperience of the Company and its principals.
Employees
The Company has only one employee, Dale B. Finfrock, Jr., who is only a
part time employee. The Company anticipates hiring a staff of managerial,
administrative and sales employees once a business opportunity is secured and
active operations are ready to commence.
Business Acquisitions
The Company intends to actively commence the identification, evaluation and
investigation of one or more small business opportunities. As of the date
hereof, the Company has identified no business opportunities for acquisition.
The Company may seek business opportunities in the form of firms which are
about
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to or have only recently commenced operations, are developing new products,
inventions or even novel methods of marketing or distribution of existing
products. Target acquisitions may include privately held corporations,
partnerships, sole proprietorships and even proposed enterprises which have not
yet been formed. It is possible that such business opportunities may involve the
acquisitions of one or more business entities in whole or in part for securities
of the Company.
Initially the Company will concentrate its efforts on identifying and
evaluating acquisition candidates located in the State of Florida with
particular attention given to target entities and ventures located in Dade,
Broward and Palm Beach Counties, locations convenient to the Company's intended
center of operations. To the extent that an acceptable South Florida or Florida
candidate is not identified, the Company will also undertake evaluation efforts
elsewhere.
It is anticipated that business opportunities will be available to the
Company from various sources, including professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. There do
not presently exist any plans, understandings, agreements or commitments with
any individual for such persons to act as broker or finder of opportunities for
the Company.
A decision to commence negotiations to acquire a specific business
opportunity may be made upon managements' analysis of the quality of the other
firm's management and the personnel, the anticipated acceptability of the
target's products or marketing concepts, the merit of technological changes, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific firm may not be
necessarily indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes.
Management cannot now predict when the first acquisition will be completed.
It is likely that the investigation and analysis of proposed target enterprises
or opportunities will take several months at least, followed by negotiations,
contracts and the final closing which may well exhaust additional months.
As in most other corporations, the Board of Directors of the Company has
the power to effect certain acquisitions or other transactions having a
potentially dilutive or adverse impact on the public investors without first
submitting the proposal to the shareholders for their consideration. In some
instances, however, the proposed participation in a business opportunity may be
submitted to the shareholders for their consideration, either voluntarily by the
Directors to seek the shareholders' advice and consent, or in the case of a
proposed merger or otherwise because of a requirement of Florida law.
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Venture Capital Investments
Subsequent to concluding its initial acquisition, it is contemplated that
management will infuse additional capital into the Company and that the Company
will seek to make equity investments or provide loans with equity participation
in small enterprises or businesses selected by management.
Preliminary evaluations will be undertaken by the Company to assist in
identifying possible companies in need of venture capital which demonstrate a
good potential for economic growth and development. The Company has not
established a specific level of earnings or assets that such potential
businesses must possess and below which the Company will not consider investing
or funding.
Moreover, management may well identify a candidate business which is
generating losses or which has negative shareholders' equity, or both but which
management desires to invest in or provide funding for because of the
businesses' perceived potential for success with proper funding. Investing in or
funding of a candidate business which is generating losses or which has negative
shareholders' equity may have a material adverse effect on the price of the
Company's Common Shares.
Venture capital investments are notoriously risky and fraught with the
significant likelihood of total loss of investment. Moreover, there are a
substantial number of venture capital providers with significantly greater
financial resources, personnel and investigatory capability that will be
competing with the Company.
Properties
The Company has not entered into any business leases which await the
commencement of active business operations.
ITEM 2 - PROPERTIES
See "Business-Properties" above
ITEM 3 - LEGAL PROCEEDINGS
No legal proceedings are pending against Creative Vending Corp., nor is the
Company aware of any claims threatened or pending against the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In the final quarter of the year no matters were submitted to a vote of
security holders.
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PART II
ITEM 5 - MARKET FOR THE REGISTRANT' S COMMON STOCK AND
RELATED STOCKHOLDERS MATTERS
Market information
The Company' shares of Common Stock were not traded during the fiscal year
ended December 31, 1995, nor in any of the Company' previous fiscal years. The
Company does not anticipate the commencement of a market for company securities
in the foreseeable future.
Holders
On December 31, 1995, the approximate number of record holders of the
Common Stock of the Company was 780.
ITEM 6 - SELECTED FINANCIAL DATA
Statement of Income Data: For the Fiscal Year Ended For the Fiscal Year Ended
December 31, 1995 December 31, 1994
Sales $0 $0
Total Operating Expenses 0 0
Total General & 0
Administrative Expenses 0
Net income (Loss) $0 $0
Balance Sheet Data As of December 31, 1995 As of December 31, 1994
Current Assets $0 0
Other Assets 0 0
Total Assets 0 0
Current Liabilities 0 0
Other Liabilities 0 0
Total Liabilities 0 0
Shareholders' Equity $0 $0
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ITEM 7- MANAGEMENT' DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Current assets equaled $0 while current liabilities equaled $0 as of year
end. Total assets equaled $0 as of year end.
Capital Requirements and Source of Funds
Because the Company anticipates engaging in the acquisition of an ongoing
business or business opportunity. The Company does not anticipate maintaining
significant inventories of products. See "Liquidity and Capital Resources"
above.
Effect of Inflation
The Company does not believe that its contemplated business will be
materially effected either favorably or adversely by inflation.
Results of Operations
The Company had sales of $-0- during the year ended December 31, 1995 and
incurred total expenses of $-0- and general and administrative expenses of $-0-.
Net income for the period therefore was $-0-.
Financial Condition
As of year-end the Company appeared to have adequate resources to continue
ongoing business operations.
Other Events
On August 10, 1995 the Company completed a 100-1 reverse split of its
outstanding common stock.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Financial Statements attached hereto, commencing
on page F-1.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its accountants
and auditors with respect to accounting and financial disclosure.
6
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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
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.
Set forth below is a biographical description of each officer listed above
and of each Director of the Company:
Dale B. Finfrock, Jr. is the President, Secretary, Treasurer, Chief
Executive Officer, & 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.
7
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ITEM 11 - EXECUTIVE COMPENSATION
The following summary compensation table sets for the aggregate cash
compensation paid, accrued or deferred to the Chief Executive Officer ("CEO") of
the Company and to each officer of the Company who earned in excess of $100,000
for services rendered in all capacities to the Company during the fiscal year
ended December 31, 1995, 1994, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Name and Annual Annual Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
Dale B. Finfrock, Jr. 1995 $0 $0
President, Chief 1994 $0 $0
Executive Officer 1993 $0 $0
and Director
</TABLE>
The Company's directors do not receive compensation for acting in this capacity.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by each person
who, as of December 31, 1995 held of record, or was known by the Company to own
beneficially more than 5 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 Percentage of
Names and Address of Nature of Beneficial Common
Beneficial Owner Ownership Shares Outstanding
OTC Capital Corporation 826,550 41.33%
Dale B. Finfrock, Jr. 429,750 21.49%
All Directors and Officers 1,256,300(1) 62.82%
as a group (1 person)
(1) includes 826,550 shares owned by OTC Capital Corporation of which Dale B.
Finfrock, Jr. is a principal and the majority shareholder.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) (1) The following financial statements are included in Part II, item 8*:
Page
Independent Auditor's Report F-1
Balance Sheet as of December 31, 1995
and 1994 F-2
Statement of Operations for the years ended
December 31, 1995, and December 31, 1994 F-3
Statement of Changes in Shareholders' Equity
for the years ended December 31, 1995, and
December 31, 1994 F-4
Statement of Cash Flows for the years ended
December 31,1995, and December 31, 1994 F-5
Notes to Financial Statements F-6
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the three
months ended December 31, 1995.
* The Financial Statements and Schedules referred to above, include the
Auditor's Opinion, were previously submitted with originally filed Form 10-K.
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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.
Creative Vending Corp.
Dated: August 21,1996 By: /s/ Dale B. Finfrock
Dale B. Finfrock, Jr. President
Pursuant to the requirement 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.
Date
/s/ Dale B. Finfrock August 21, 1996
Dale B. Finfrock, Jr., Director
\cvc\cvc1296.10k
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ANGEL E. LANA, P.A.
Certified Public Accountants
3511 West Commercial Blvd., Suite 227 106 Winged Foot Lane
Fort Lauderdale, Florida 33309 Boca Raton, Florida 33431
Telephone (305) 484-1100 Telephone (407) 421-6803
Fax (305) 733-9044 (407) 391-8284
Board of Directors
Creative Vending Corp.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Creative Vending Corp. (a
Development Stage Company) as of December 31, 1995 and 1994, and the related
statements of operations, shareholders' equity and cash flows for each of the
three years in the three year period ended December 31, 1995. 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 Creative Vending Corp. (a
Development Stage Company) as of December 31, 1995 and 1994, and the results of
its operations and its cash flows for each of the three years in the three year
period ended December 31, 1995 in conformaity with generally accepted accounting
principles.
/s/ Angel E. Lana, P.A.
Angel E. Lana, P.A.
Certified Public Accountant
May 15, 1996
Fort Lauderdale, Florida
<PAGE>
CREATIVE VENDING CORP.
(A DEVELOPMENT STATE COMPANY)
BALANCE SHEET
DECEMBER 31, 1995 AND 1994
1995 1994
ASSETS
Total Assets $ -0- $ -0-
SHAREHOLDERS' EQUITY
Shareholders' Equity:
Common Stock, $.00002 par value; authorized
50,000,000 Class A common shares,
150,000,000 ordinary common shares;
issued and outstanding - ordinary common
shares, 2,000,000 in 1995; 983,450 in 1994 $ 40 $ 20
Additional paid-in capital 123,485 123,505
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 (123,525) (123,525)
Total Shareholders' Equity $ -0- $ -0-
The accompanying notes are an integral part of these financial statements.
<PAGE>
CREATIVE VENDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
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-
The accompanying notes are an integral part of these financial statements.
<PAGE>
CREATIVE VENDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
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.
<PAGE>
CREATIVE VENDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
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.
<PAGE>
CREATIVE VENDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Creative Vending Corp. (the Company) was organized under the laws of the State
of Florida on April 9, 1987 as HWS MAI Corp. and effectuated its name change on
February 17, 1989. The Company was in the business of development, assembly,
manufacture and sale of advanced coin-operated amusement machinery in the
coin-game industry.
Due to the Company's inability to raise working capital to fund its operations,
the Company liquidated its assets to satisfy its liabilities during the year
ended December 31, 1989. The Company, a development stage enterprise, is
inactive and has no business o[perations. The future of the Company is solely
dependent on the willingness of the shareholders to provide the necessary
capital and efforts required to continue future development activities.
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
regtardless of when they are paid. The Company did not enter into any
transactions during the three year period ended December 31, 1995.
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 no 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 983,450. The financial statements reflect the
retroactive application of the reverse stock split. On December 26, 1995 the
Company issued 1,016,550 ordinary common shares to existing shareholders
resulting in 2,000,000 total outstanding shares.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS OF CREATIVE VENDING CORP FOR DECEMBER 31, 1994 AND 1995,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<CIK> 0000827099
<NAME> CREATIVE VENDING CORP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1995
<PERIOD-START> JAN-01-1994 JAN-01-1995
<PERIOD-END> DEC-31-1994 DEC-31-1995
<EXCHANGE-RATE> 1 1
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 20 40
<OTHER-SE> (20) (40)
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
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<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
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<EXTRAORDINARY> 0 0
<CHANGES> 0 0
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<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
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