__________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to __________
Commission file number 33-19345-LA
EXHIBITRONIX, INC.
__________________
(Name of small business issuer in its charter)
Nevada 93-0943718
__________________________________ ____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5234 Michelson Avenue #23D, Irvine, California 92612
__________________________________________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (714) 253-9600
______________
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value Per Share
__________________________________________
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
_____ _____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year.$-0-
______
The aggregate market value of registrant's common stock held by
non-affiliates of the registrant is $-0- based upon the average bid and asked
price of the common stock on June 17, 1997.
Number of shares of Common Stock outstanding as of June 17, 1997: 6,428,078
shares.
- 1 -<PAGE>
Part I
ITEM 1. DESCRIPTION OF BUSINESS.
History and Organization
________________________
Exhibitronix, Inc., (the "Company") was organized under the laws of the
State of Nevada on September 29, 1986, for the primary purpose of seeking
selected mergers or acquisitions with a small number of business entities
expected to be private companies, partnerships, or sole proprietorships. In
November of 1988, the Company completed the first of its three business
combination transactions, through a merger with Mimetics, Inc., a California
corporation, following which the Company changed its name to Exhibitronix, Inc.
Thereafter, the Company had a total of three subsidiaries Tabery Corporation,
Shows Up, and Modular Display Systems, Inc. The Company divested one half of
Modular Display Systems, Inc., in 1991; the Tabery Corporation filed for
protection under Chapter 7 of the United States Bankruptcy Code in 1991; and
Shows Up ceased existence in 1991. During 1990 and 1991, the Company disposed
of all of its assets to satisfy its creditors and, since 1991, has conducted no
operations.
Commencing the first quarter of 1997, the Company has begun to engage in
preliminary efforts intended to identify possible merger or acquisition
"targets" and has neither conducted negotiations concerning, nor entered into a
letter of intent for any possible mergers or acquisitions. All data in this
Annual Report have been adjusted to reflect a one for five reverse split of the
shares of the Company's common stock, effective March of 1997.
Plan of Operation
_________________
The Company has, and for the foreseeable future expects to have,
insufficient capital with which to provide merger or acquisition candidates with
substantial cash or other assets. However, Management believes the Company will
offer owners of potential merger or acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company at substantially
less cost than would be required for them to conduct an initial public offering.
A target company will, however, incur significant post merger or acquisition
registration costs in the event target company shareholders wish to offer a
portion of their shares for subsequent sale. Further, while target company
shareholders will receive "restricted securities" in any merger or acquisition
transaction, those restricted securities will represent, if a trading market
develops for the Company's common stock, ownership in a "publicly traded" as
opposed to a "privately held" company. Management also believes target company
shareholders may benefit in obtaining a greater ownership percentage in the
Company remaining after a merger or acquisition than may be the case in the
event a target company offered its shares directly for sale to the public.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for target company
shareholders.
The Company expects to concentrate primarily on the identification and
evaluation of prospective merger or acquisition "target" entities including
private companies, partnerships, or sole proprietorships. The Company does not
intend to act as a general or limited partner in connection with partnerships it
may merge with or acquire. Management has not identified any particular area of
interest within which the Company will concentrate its efforts.
- 2 -
Management contemplates that the Company will seek to merge with or acquire
a target company with either assets or earnings, or both, and that preliminary
evaluations undertaken by the Company will assist in identifying possible target
companies. The Company has not established a specific level of earnings or
assets below which the Company would not consider a merger or acquisition with a
target company. Moreover, management may identify a target company which is
generating losses which it will seek to acquire or merge with the Company. The
merger with or acquisition of a target company which is generating losses or
which has negative shareholders' equity may have a material adverse affect on
the price of the Company's Common Shares.
Plan of Acquisition
___________________
The Company intends to follow a systematic approach to identify its most
suitable acquisition candidates.
First, management intends to concentrate on identifying any number of
preliminary prospects that may be brought to the attention of management through
present associations. Management will then apply certain of its broad criteria
to the preliminary prospects. Essentially, this will entail a determination by
management as to whether or not the prospects are in an industry which appears
promising and whether or not the prospects themselves have potential within
their own industries. During this initial screening process, management will
ask and receive answers to questions framed to provide appropriate threshold
information, depending upon the nature of the prospect's business. Such
evaluation is not expected to be an in depth analysis of the target company's
operations although it will encompass a look at most, if not all, of the same
areas to be examined once one or more target companies are selected for an
in depth review. For instance, at this stage, management may look at a
prospect's unaudited balance sheet. Once a prospect is selected for an in depth
review, management will review the prospect's audited financial statements.
Nevertheless, management anticipates this evaluation will provide a broad
overview of the business of the target company and should allow a large
percentage of preliminary prospects to be eliminated from further consideration.
Assuming management is able to complete the preliminary evaluation process
and select a limited number of companies for further study, of which there can
be no assurance, the Company may enter into preliminary negotiations with target
company management in order to obtain detailed financial and operational
information. Following the Company's receipt of such information, management
will conduct an in depth analysis of five (5) major areas of concern with
respect to the target company as follows:
1. MANAGERIAL AND FINANCIAL STABILITY. Management of the Company will
review audited financial statements of the target company and will also research
the background of each director and member of management of the target company
in order to discern whether the stability of the Company is such that further
negotiations are warranted.
- 3 -
2. INDUSTRY STATUS. Management will research the potential of the target
company's industry. The concern here is whether the industry is in a growth,
stagnant or declining stage.
3. PRODUCTION OF PRODUCT. If the target company is a manufacturer,
management will review whether it has the necessary resources or access to the
necessary resources and supplies to produce a quality product in a timely
manner.
4. ACCEPTANCE AND POTENTIAL OF PRODUCT. Management will review the
acceptance of the target company's product in the market place. Management will
also review whether or not the product is realistic (therefore, is there
potential for the product to be workable and for it to fulfill its intended
purpose).
5. DEVELOPMENT OF TARGET COMPANY. Management will review the target
company's stage of development, e.g., start up or established company.
----
The foregoing is an outline of the areas of concern which most often arise
and merit careful scrutiny by management. Because of the possible varieties of
target companies which may come to the attention of management, additional
factors will most likely be considered in any given analysis. Also, the
procedures used in such a review are expected to vary depending upon the target
company being analyzed. Management may select a target company for further
negotiations even though the target may not receive a favorable evaluation as to
some of the five areas of concern.
Management considers it unlikely that it will evaluate more than two or
three firms on this basis in view of capital and managerial time constraints.
Following the identification of at most one or two target companies which appear
to be suitable merger or acquisition candidates, the Company expects to
commission appraisals, professional studies of reserve and asset reports to be
conducted by outside consultants. The Company has limited funds with which to
engage consultants and, accordingly, management intends to conserve such funds
pending management's evaluation.
Management expects to enter into further negotiations with target company
management following successful conclusion of financial and evaluation studies.
Negotiations with target company management will be expected to focus on the
percentage of the Company which target company shareholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, the Company's
stockholders will in all likelihood hold a lesser percentage ownership interest
in the Company following any merger or acquisition. The percentage ownership
may be subject to significant reduction in the event the Company acquires a
target company with substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then stockholders.
The final stage of any merger or acquisition to be effected by the Company
will require the Company to retain the services of its counsel and a qualified
accounting firm in order to properly effect the merger or acquisition. The
Company may be expected to incur significant legal fees
- 4 -
and accounting costs during the final stages of a merger or acquisition. Also,
if the merger or acquisition is successfully completed, management anticipates
that certain costs will be incurred for public relations, such as the
dissemination of information to the public, to the stockholders and to the
financial community. If the Company is unable to complete the merger or
acquisition for any reason, the Company's capital may be substantially depleted
if legal fees and accounting costs have been incurred. Management intends to
retain legal and accounting services only on an as needed basis in the latter
stages of a proposed merger or acquisition.
Management expects that it will be necessary to raise funds at such time as
significant evaluation work is undertaken regarding prospective mergers or
acquisitions. There can be no assurance that funds for such purposes will be
available to the Company on acceptable terms or at all.
Competition
___________
The Company will remain an insignificant participant among the firms which
engage in mergers with and acquisitions of privately financed entities. There
are many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical expertise
than the Company. In view of the Company's combined limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
Regulation and Taxation
_______________________
The Company could be subject to regulation under the Investment Company Act
of 1940 in the event the Company obtains and continues to hold a minority
interest in a number of entities. However, management intends to seek at most
one or two mergers or acquisitions and management's plan of operation is based
upon the Company obtaining a controlling interest in any merger or acquisition
target company and, accordingly, the Company may be required to discontinue any
prospective merger or acquisition of any company in which a controlling interest
will not be obtained.
The Company could also be required to register under the Investment Company
Act of 1940 in the event the Company comes within the definition of an
Investment Company contained in that Act due to its assets consisting
principally of shareholdings held in a number of subsidiaries. Management
intends to seek at most one or two mergers or acquisitions, which transactions
will not result in the Company holding an interest in any subsidiaries.
Any securities which the Company acquires in exchange for its Common Stock
will be "restricted securities" within the meaning of the Securities Act of 1933
(the "1933 Act"). If the Company elected to resell such securities, such sale
could not proceed unless a registration statement had been declared effective by
the Securities and Exchange Commission or an exemption from registration was
available. Section 4(2) of the 1933 Act, which exempts sales of securities not
involving any public offering, would in all likelihood be available since it is
likely that any such sale would be a block sale to a private investor to raise
additional capital. Although management's plan of operation does not
contemplate resale of securities acquired, in the event such a sale were
necessary, the Company would be required to comply with the provisions of the
1933 Act.
- 5 -
As a condition to any merger or acquisition, it is possible that management
of the target company may request registration of the Company's Common Shares to
be received by target company's shareholders. In such event, the Company could
incur registration costs, and management intends to require the target company
to bear most, if not all, of the cost of any such registration. If the Company
does contribute toward the cost of such registration, its maximum contribution
will be limited to the extent that it can raise capital, on a debt or equity
basis. No such offering is currently planned and there can be no assurance that
any funds will be available for the Company at the time or under terms
acceptable to the Company or at all. Alternatively, the Company may issue
"restricted securities" to any prospective target company, which securities may
be subsequently registered for sale or sold in accordance with Rule 144 of the
Securities Act of 1933.
The Company intends to structure a merger or acquisition in such a manner
as to minimize federal and state tax consequences to the Company and any target
company.
Employees
_________
The Company presently has one employee, its President, Jay A. Geier, who
will devote as much time as necessary to the affairs of the Company. The
Company may also engage, from time to time, services of outside consultants to
assist it in evaluation of the prospective target companies.
There is no provision for any bonus payments or benefits; however, bonuses
may be granted to any or all officers (or directors) at the discretion of the
Board of Directors. The Company does not anticipate in the near future entry
into employment agreements with its officers or directors. Although directors
do not receive compensation for their services as Directors as such, directors
may be reimbursed for expenses incurred in attending board meetings.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company maintains its offices on the property of its President. Mr.
Geier will not receive any rent, but will be reimbursed for out of pocket
expenses. The office is located at 5234 Michelson Avenue #23D, Irvine,
California 92612.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings and management is not
aware of any threatened legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted during the fourth quarter of the year ended
December 31, 1996, to a vote of security holders through the solicitation of
proxies or otherwise.
- 6 -
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is currently not traded and has not been traded
during the preceding two years.
The Company did not declare or pay any dividends during either of its
fiscal years ended December 31, 1996, and 1995. Payment of dividends, if any,
on the Common Stock, is dependent upon the amounts of future after tax earnings,
if any, of the Company and is subject to the discretion of its Board of
Directors. The Board of Directors is not legally obligated to declare
dividends, even if the Company is profitable. To date, the Company has not
declared or paid any dividends. The Company intends to employ all available
funds to finance the growth of its business and, accordingly, does not intend to
declare or pay any dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Results of Operations
_____________________
During the years ended December 31, 1995, and 1996, the Company had no
operations and generated no operating revenues. Management does not anticipate
the Company will earn any revenue except a minimal amount of interest until
following the conclusion of a merger or acquisition. There can be no assurance
that the Company will enter any such merger or acquisition or that such
transaction will prove profitable to the Company or its stockholders.
Liquidity and Capital Resources
_______________________________
The Company has virtually no assets or liabilities and from and after
January 1, 1997, has been dependent upon its officers for its minimal cash
requirements. Management anticipates operational costs will remain limited
until such time as significant evaluation work is undertaken regarding
prospective mergers or acquisitions. There can be no assurance that funds for
such purposes will be available to the Company on acceptable terms or at all.
The Company has no long term capital commitments.
ITEM 7. FINANCIAL STATEMENTS.
See Index to Financial Statements at page 12.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no events or conditions requiring reporting under the
requirements of this item.
- 7 -
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
Director
Name of Individual Age Position Since
___________________ ___ ___________________________ ____________
<S> <C> <C> <C>
Jay A. Geier 39 President, Chief Executive 1996
Officer, and a Director
Ronald W. Shepston 50 Chief Financial Officer and 1996
a Director
Heather Montgomery 21 Secretary and a Director 1996
</TABLE>
Each of the Company's directors has been elected to serve until the next
meeting of stockholders. Except as described below, there are no arrangements
or understandings between any director and any other person pursuant to which
any person was elected or nominated as a director. The Company's executive
officers serve at the discretion of the Board of Directors.
Mr. Geier has served as President, Chief Executive Officer, and as a
director of the Company since December of 1996. He is a founder of the Company
and was one of the individuals responsible for its first acquisition. For more
than the past five years, Mr. Geier has been an independent business consultant
for public and private companies (both within the United States and
internationally) in marketing, manufacturing, hospitality, and information
systems. He is currently the owner of two private businesses. Mr. Geier
received his B.S. with honors from Purdue University, West Lafayette, Indiana,
in 1979.
Ronald W. Shepston has served as Chief Financial Officer and as a director
of the Company since December of 1996. From September 1995 through the present,
he has been employed by Matsushita Avionics Systems Corporation as a System Test
and Integration Engineer. Prior to that, commencing in November 1990, he was
employed by Hughes Avicom International, Inc., as a Systems Engineer. Mr.
Shepston was formerly affiliated with the Company during its ownership of
Mimetics, Inc. He received his B.S.E.E. from the University of Illinois, Urbana
Campus, in December of 1975.
Ms. Montgomery has served as Secretary and as a director of the Company
since December of 1996. As of the date of this Annual Report, she is a full
time student at California State University, Long Beach, majoring in film
production. Between May and August of 1996, Ms. Montgomery was an
Administrative Assistant to Rysher Entertainment in Burbank, California. Prior
to that, commencing November 1992, she was a Production Assistant with Lerner
Productions. Ms. Montgomery holds an Associate of Arts Degree from Saddleback
College, Orange County, California.
- 8 -
Meetings.
The Company's Board of Directors met once during the fiscal year ended
December 31, 1996.
ITEM 10. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
Long Term Compensation
___________________________________
Annual Compensation Awards Payouts
_____________________________________________________________________
Other Restic- All
Name Annual ted Other
and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jay A. Geier 1996 $-0- --- --- --- -0- --- ---
(President & CEO)
All executives
(3 persons) 1996 $-0- --- --- --- -0- --- ---
(3 persons) 1995 $-0- --- --- --- -0- --- ---
(3 persons) 1994 $-0- --- --- --- -0- --- ---
</TABLE>
<TABLE>
<CAPTION> OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
________________________________________________________________________________
Percent
of Total
Options/SARs Market
Options/ Granted to Exercise Price on
SAR/s Employees in or Base Date of Expiration
Name Granted(#) Fiscal Year Price($/Sh Grant($/Sh Date
____________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jay A. Geier -0- N/A N/A N/A N/A
</TABLE>
<TABLE>
<CAPTION> LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
FY-End(#) at FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise(#) Value Realized($) Unexercisable Unexercisable
____________________________________________________________________________________
<S> <C> <C> <C> <C>
Jan A. Geier -0- --- -0-/ -0-/
-0- -0-
</TABLE>
Directors of the Company do not receive compensation for their services as
directors.
- 9 -
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of Common Stock at June 17, 1997, (except as otherwise indicated by
footnote) by (I) each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) known by management to
own beneficially more than five percent of the Company's outstanding Common
Stock, (ii) each of the Company's directors, and (iii) all executive officers
and directors of the Company as a group:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
Name of Individual Amount (1) %
_____________________ _______________________ ________
<S> <C> <C>
Jay A. Geier 5,120,101(2) 78.2
Ronald W. Shepston 214,660(3) 3.3
Heather Montgomery 200,000(4) 3.1
All executive officers
and directors as a
group (3 persons) 5,534,761 84.6
</TABLE>
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Company Common Stock shown to be beneficially owned by
them, subject to community property laws where applicable and the information
contained in the footnotes to this table.
(2) Mr. Geier's address is c/o the Company at 5234 Michelson Avenue #23D,
Irvine, California 92612.
(3) Mr. Shepston's address is c/o the Company at 5234 Michelson Avenue #23D,
Irvine, California 92612.
(4) Ms. Montgomery's address is c/o the Company at 5234 Michelson Avenue #23D,
Irvine, California 92612.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As of December 31, 1996, no officers or directors were indebted to the
Company in any amount.
- 10 -
</Page>
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8 K.
The following documents are filed as a part of this report:
(a) Exhibits
* Exhibits filed herewith. Other exhibits are incorporated by reference to
previous filings.
3.1 Amended and Restated Articles of Incorporation of the Registrant as
filed with the Secretary of State of Nevada on November 28, 1988, filed as
Exhibit 3 to the Registrant's Post-Effective Amendment No. 2 to the Registration
Statement on Form S-18 filed with the Securities and Exchange Commission on
January 26, 1989, and is incorporated herein by reference.
3.2 By Laws of the Registrant as currently in effect, filed as Exhibit 3
to the Registrant's Registration Statement on Form S-18 filed with the
Securities and Exchange Commission on February 24, 1987, and is incorporated
herein by reference.
27.1* Financial Data Schedule.
23.1* Consent of Schvaneveldt and Company
(b) Reports on Form 8 K
During the last quarter of the period covered by this Annual Report, the
Company did not file any Current Reports on Form 8 K.
- 11 -
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page Reference
Independent Auditors' Report F 1
Balance sheets as of December 31, 1996 and 1995 F 2
Statements of operations for each of the years
in the two-year period ended December 31, 1996 F 3
Statements of stockholders' equity for each of the years
in the two-year period ended December 31, 1996 F 4
Statements of cash flows for each of the years
in the two-year period ended December 31, 1996 F 5
Notes to financial statements for each of the years
in the two-year period ended December 31, 1996 F 6 F 7
- 12 -<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 10, 1997 EXHIBITRONIX, INC.
By: /S/ JAY A. GEIER
________________________
Jay A. Geier, 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:
Signature Title Date
_______________________ ________________________ _______________
/S/ JAY A. GEIER
________________ Chairman of the Board, September 10, 1997
Jay A. Geier President, Chief Executive
Officer, and a Director
/S/ RONALD W. SHEPSTON
______________________ Principal Financial Officer, September 10, 1997
Ronald W. Shepston Principal Accounting Officer,
and a Director
/S/ HEATHER MONTGOMERY
______________________ Secretary and a Director September 10, 1997
Heather Montgomery
- 13 -<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 10, 1997 EXHIBITRONIX, INC.
By: /S/ JAY A. GEIER
________________________
Jay A. Geier, 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:
Signature Title Date
_________________ ___________________________ _______________
/S/ JAY A. GEIER
________________ Chairman of the Board, September 10, 1997
Jay A. Geier President, Chief Executive
Officer, and a Director
/S/ RONALD W. SHEPSTON
______________________ Principal Financial Officer, September 10, 1997
Ronald W. Shepston Principal Accounting Officer,
and a Director
/S/ HEATHER MONTGOMERY
______________________ Secretary and a Director September 10, 1997
Heather Montgomery
- 13 -<PAGE>
INDEX TO EXHIBITS
Page
27.1 Financial Data Schedule E-1
23.1 Consent of Schvaneveldt and Company E-2
<PAGE>
Exhibitronix, Inc.
Financial Statements
December 31, 1996 & 1995<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite 300
Salt Lake City, Utah 84111
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
___________________________
Board of Directors
Exhibitronix, Inc.
I have audited the accompanying balance sheets of Exhibitronix, Inc., as of
December 31, 1996 and 1995, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1996 and
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 misstatements. 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 the significant
estimates made by management, as well as evaluating the overall financial
statements presentation. I believe that my audit provides a reasonable basis
for my opinion.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has an accumulated deficit and a negative net
worth at December 31, 1996. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note #3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Exhibitronix, Inc., as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1995, in conformity with generally
accepted accounting principles.
/S/ Darrell Schvaneveldt
Salt Lake City, Utah
April 28, 1997
<PAGE>
Exhibitronix, Inc.
Balance Sheets
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Assets
Current Assets
- --------------
Cash $ -0- $ -0-
------------ ------------
Total Current Assets $ -0- $ -0-
============ ============
Liabilities & Stockholders' Equity
Current Liabilities
- -------------------
Accounts Payable $ 600 $ 500
Stockholders' Equity
- --------------------
Common Stock 50,000,000 Shares
Authorized at $.001 Par Value
1,028,078 Shares Issued &
Outstanding Retroactively Restated 1,028 1,028
Paid In Capital 125,871 125,871
Retained Earnings (Deficit) (127,499) (127,399)
------------ ------------
Total Stockholders' Equity (600) (500)
------------ ------------
Total Liabilities &
Stockholders' Equity $ -0- $ -0-
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Exhibitronix, Inc.
Statements of Operations
For the Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Revenues $ -0- $ -0-
- -------- ------------ ------------
Expenses
- --------
Professional Fees -0- -0-
Transfer Fees -0- -0-
License & Tax 100 100
------------ ------------
Total Expenses 100 100
------------ ------------
Net Loss $ (100) $ (100)
============ ============
Loss Per Share (.00) (.00)
Weighted Average Shares
Outstanding 1,028,078 1,028,078
</TABLE>
The accompanying notes are an integral part of these financial statements<PAGE>
Exhibitronix, Inc.
Schedule of Stockholders' Equity
For the Period January 1, 1995 to December 31, 1996
<TABLE>
<CAPTION>
Common Shares Paid In Accumulated
Shares Amount Capital Earnings
------------------------------------------------
<S> <C> <C> <C> <C>
Balance,
January 1, 1995
Retroactively Restated 1,028,078 $ 1,028 $ 125,871 $ (127,299)
Net Loss for
Year Ended
December 31, 1995 (100)
------------------------------------------------
Balance,
December 31, 1995 1,028,078 1,028 125,871 (127,399)
Net Loss for
Year Ended
December 31, 1996 (100)
------------------------------------------------
Balance,
December 31, 1996 1,028,078 $ 1,028 $ 125,871 $ (127,499)
================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Exhibitronix, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Loss $ (100) $ (100)
Changes in Operating Liabilities:
Increase (Decrease) in Accounts Payable 100 100
------------ ------------
Net Cash Used by
Operating Activities -0- -0-
Cash Flows from Investing Activities -0- -0-
- ------------------------------------
Cash Flows from Financing Activities
- ------------------------------------
Sale of Common Stock -0- -0-
------------ ------------
Net Cash Provided by
Financing Activities -0- -0-
------------ ------------
Increase in Cash Equivalents -0- -0-
Cash at Beginning of Period -0- -0-
------------ ------------
Cash at End of Period $ -0- $ -0-
============ ============
Disclosures from Operating Activities
- -------------------------------------
Interest $ -0- $ -0-
Taxes -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Exhibitronix, Inc.
Notes to Financial Statements
NOTE #1 - Organization
- ----------------------
The Company was incorporated on November 29, 1986, as Fernwood
Financial, Inc., under the laws of the state of Nevada. In 1988, the
Company merged with Mimetics, Inc., a California Corporation and changed
its name to Exhibitronix, Inc.
The Company has three subsidiaries, the Tabery Corporation, Shows Up,
and Modular Display Systems, Inc. The Company divested half of Modular
Display Systems, Inc., in 1991. The Tabery Corporation filed Chapter Seven
Bankruptcy in 1991, and Shows Up, ceased existence in 1991. In 1990-1991
the Company became insolvent and disposed of all of its assets to satisfy
its creditors. Since 1991, the Company has had no operations.
NOTE #2 - Significant Accounting Policies
- -----------------------------------------
(A) The Company uses the accrual method of accounting.
(B) Revenues and directly related expenses are recognized in the period
when the goods are shipped to the customer.
(C) The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
(D) Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the financial
statement dates.
(E) Inventories: Inventories are stated at the lower of cost, determined
by the FIFO method or market.
(F) Consolidation Policies: The accompanying consolidated financial
statements include the accounts of the company and its majority - owned
subsidiary. Intercompany transactions and balances have been eliminated in
consolidation.
(G) Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of
the related assets or the estimated lives of the assets. Depreciation is
computed on the straight line method for reporting purposes and for tax
purposes.
(H) Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
NOTE #3 - Going Concern
- -----------------------
The Company currently has no operations and its only source of
operating capital is from its Officers. The Company seeks to find a
business opportunity that can be acquired through merger or stock purchase
that will provide cash flows.
Exhibitronix, Inc.
Notes to Financial Statements -Continued-
NOTE #4 -Income Taxes & Net Operating Loss Carryforwards for Income Tax Purposes
- --------------------------------------------------------------------------------
The Company has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue Codes are met. These
losses are as follows:
<TABLE>
<CAPTION>
Year Expiration
of Loss Amount Date
--------------------------------------
<C> <C> <C>
1987 $ 48,186 2002
1988 24,093 2003
1989 63,043 2004
1990 100 2005
1991 100 2006
1992 100 2007
1993 100 2008
1994 100 2009
1995 100 2010
1996 100 2011
</TABLE>
The Company has adopted FASB 109 to account for income taxes. The
Company currently has no issues that create timing differences that would
mandate deferred tax expense. Net operating losses would create possible
tax assets in future years. Due to the uncertainty as to the utilization
of net operating loss carryforwards an evaluation allowance has been made
to the extent of any tax benefit that net operating losses may generate.
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current
Prevailing Federal Tax Rate $ 36,260 $ 36,220 $ 36,180
Evaluation Allowance (36,260) (36,220) (36,180)
---------- ---------- ----------
Net Tax Assets $ -0- $ -0- $ -0-
Current Income Tax Expense -0- -0- -0-
Deferred Income Tax Benefit -0- -0- -0-
</TABLE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite 300
Salt Lake City, Utah 84111
801-521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
---------------------------
I consent to the use of this report dated December 31, 1996, on the
financial statements of Exhibitronix, Inc., dated April 28, 1997, included
herein.
/S/ Darrell Schvaneveldt
Salt Lake City, Utah
September 10, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000827164
<NAME> EXHIBITRONIX, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 600
<BONDS> 0
0
0
<COMMON> 1028
<OTHER-SE> (1,628)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (100)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
