U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(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, 1997
[ ] 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) 404-3600
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 August 11, 1998.
Number of shares of Common Stock outstanding as of August 11, 1998: 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.
2
<PAGE>
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.
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:
3
<PAGE>
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.
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.
4<PAGE>
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 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.
5<PAGE>
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.
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.
6
<PAGE>
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, 1997, to a vote of security holders through the solicitation
of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is currently not traded on any public market
and has not been traded during the proceeding two years.
The over-the-counter bid and ask quotations, known to the Company, for the
previous two fiscal years are included in the table below. These quotations
reflect inter-dealer prices, without retail mark-ups, mark-downs or commissions
and may not represent actual transactions.
<TABLE>
<CAPTION>
Bid Prices Ask Prices
High Low High Low
------- ------- ------- -------
<S> <C> <C> <C> <C>
1996
First Quarter Ended March 31 $ .03 $ .03 $ .03 $ .03
Second Quarter Ended June 30 .03 .03 .03 .03
Third Quarter Ended September 30 .03 .03 .03 .03
Fourth Quarter Ended December 31 .03 .03 .03 .03
1997
First Quarter Ended March 31 $ .03 $ .03 $ .03 $ .03
Second Quarter Ended June 30 .03 .03 .03 .03
Third Quarter Ended September 30 .03 .03 .03 .03
Fourth Quarter Ended December 31 .03 .03 .03 .03
</TABLE>
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.
7
<PAGE>
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.
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 40 President, Chief Executive Officer 1998
And a Director
Ronald W. Shepston 51 Chief Financial Officer, Secretary 1998
And a Director
</TABLE>
8
<PAGE>
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 served as President, Chief Executive Officer, and as a director
of the Company from December of 1996, to September 19, 1997, and again from
March 6, 1998 to the present. 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 served as Chief Financial Officer and as a director of
the Company from December of 1996, to September 19, 1997, and again from March
6, 1998 to the present. From such date, Mr. Shepston has also served as the
Secretary of the Company. From September 1995 through the present, he has
been employed by COMFORCE, INC., 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.
Meetings.
- ---------
The Company's Board of Directors met once during the fiscal year ended
December 31, 1997.
ITEM 10. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------- ----------------------------
Awards Payout
--------------------------
Other Restr- All
Annual icted Other
Name & Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards(s) SAR(s) Payouts sation
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jay A. Geier 1997 $-0- $-0- $-0- $-0- $-0- $-0- $-0-
1996 -0- -0- -0- -0- -0- -0- -0-
1995 -0- -0- -0- -0- -0- -0- -0-
- -----------------------------------------------------------------------------------
</TABLE>
9<PAGE>
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------
Percent of Total
Options/SARs Options/SARs
Expiration Granted to Exercise Market Price
Granted Employees Base or Share on Date
Name (#) Date in Fiscal Year Price ($/Sh) Grant ($/Sh)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jay A. Geier -0- N/A N/A N/A
- ------------------------------------------------------------------------------------
<CAPTION>
LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------
Percent
Of Total
Options/SARS Market
Granted to Exercise Price on
Options/SARs Employees or Base Date of Expiration
Name Granted # in Fiscal Year Price ($/Sh) Grant ($/Sh) Date
- ----------------------------------------------------------- -------------------------
Jan A. Geier -0- N/A N/A N/A N/A
- -------------------------------------------------------------------------------------
</TABLE>
Directors of the Company do not receive compensation for their services as
directors.
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 August 11, 1998, (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
Name of Individual Beneficially Owned (1) Percentage
- ---------------------------------------------------------------------------
<S> <C> <C>
Jay A. Geier 5,120,101 (2) 78.2%
- ---------------------------------------------------------------------------
Ronald W. Stepston 214,660 (3) 3.3%
- ---------------------------------------------------------------------------
All Executive Officers and
Directors as a Group (2 Persons) 5,334,761 81.5%
- ---------------------------------------------------------------------------
</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.
10<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As of December 31, 1997, no officers or directors were indebted to the
Company in any amount.
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>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
Page Reference
--------------
<S> <C>
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . F 1
Balance sheets as of December 31, 1997 and 1996 . . . . . . . . . . F 2
Statements of operations for each of the years
in the two-year period ended December 31, 1997. . . . . . . . . . . F 3
Statements of stockholders' equity for each of the years
in the two-year period ended December 31, 1997. . . . . . . . . . . F 4
Statements of cash flows for each of the years
in the two-year period ended December 31, 1997. . . . . . . . . . . F 5
Notes to financial statements for each of the years
in the two-year period ended December 31, 1997. . . . . . . . .F 6, F 7
</TABLE>
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: August 14, 1998 EXHIBITRONIX, INC.
By: ---------------------------
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:
Signatures Title Date
- ---------------------- --------------------------------- ---------------
- ---------------------- Chairman of the Board, President,
Jay A. Geier Chief Executive Officer, August 14, 1998
and a Director
- ---------------------- Principal Financial Officer, August 14, 1998
Ronald W. Shepston Principal Accounting Officer,
Accounting Officer, Secretary
and a Director
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: August 14, 1998 EXHIBITRONIX, INC.
/S/ Jay A. Geier
By: ---------------------------
Jay A. Geier, President
14<PAGE>
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:
Signatures Title Date
- ---------------------- --------------------------------- ---------------
/S/ Jay A. Geier
- ---------------------- Chairman of the Board, President, August 14, 1998
Jay A. Geier Chief Executive Officer,
and a Director
/S/ Ronald W. Shepston
- ---------------------- Principal Financial Officer, August 14, 1998
Ronald W. Shepston Principal Accounting Officer,
Accounting Officer, Secretary
and a Director
15
<PAGE>
INDEX TO EXHIBITS
Exhibit # Exhibit Name Page
----------- ----------------------------------------- -----
27.1 Financial Data Schedule. . . . . . . . . . . . . . . . . .E-1
23.1 Consent of Schvaneveldt and Company. . . . . . . . . . . .E-2
16
<PAGE>
Exhibitronix, Inc.
Financial Statements
December 31, 1997 & 1996
/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
---------------------------
Board of Directors
Exhibitronix, Inc.
I have audited the accompanying balance sheets of Exhibitronix, Inc., as of
December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1997 and
1996. 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, 1997. 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, 1997 and 1996, and the results of its operations and its cash
flows for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles.
/S/ Schvaneveldt
Salt Lake City, Utah
April 22, 1998
F-1
<PAGE>
Exhibitronix, Inc.
Balance Sheets
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Assets
Current Assets
- --------------
Cash $ -0- $ -0-
------------ ------------
Total Current Assets $ -0- $ -0-
============ ============
Liabilities & Stockholders' Equity
Current Liabilities
- -------------------
Accounts Payable $ -0- $ 600
Stockholders' Equity
- --------------------
Common Stock 50,000,000 Shares Authorized
at $.001 Par Value 6,428,078 & 1,028,078
Shares Issued & Outstanding Respectively
Retroactively Restated 6,428 1,028
Paid In Capital 125,871 125,871
Retained Earnings (Deficit) ( 132,299) ( 127,499)
------------ ------------
Total Stockholders' Equity -0- ( 600)
------------ ------------
Total Liabilities &
Stockholders' Equity $ -0- $ -0-
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
Exhibitronix, Inc.
Statements of Operations
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Revenues $ -0- $ -0-
- -------- ------------ ------------
Expenses
- --------
Professional Fees 4,448 -0-
Transfer Fees 127 -0-
License & Tax 225 100
------------ ------------
Total Expenses 4,800 100
------------ ------------
Net Loss ($ 4,800) ($ 100)
============ ============
Loss Per Share ( .00) ( .00)
Weighted Average Shares
Outstanding 6,428,078 1,028,078
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3<PAGE>
Exhibitronix, Inc.
Schedule of Stockholders' Equity
For the Period January 1, 1995 to December 31, 1997
<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)
Shares Issued for Cash 5,400,000 5,400
Net Loss for Year Ended
December 31, 1997 ( 4,800)
-----------------------------------------------------
Balance, December 31, 1997 6,428,078 $ 6,428 $ 125,871 ($ 132,299)
=====================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4<PAGE>
Exhibitronix, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Loss ($ 4,800) ($ 100)
Changes in Operating Liabilities:
Increase (Decrease) in Accounts Payable ( 600) 100
------------ ------------
Net Cash Used by Operating Activities ( 5,400) -0-
Cash Flows from Investing Activities -0- -0-
- ------------------------------------
Cash Flows from Financing Activities
- ------------------------------------
Sale of Common Stock 5,400 -0-
------------ ------------
Net Cash Provided by Financing Activities 5,400 -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
F-5<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.
F-6
<PAGE>
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
1997 4,800 2012
</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>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current Prevailing
Federal Tax Rate $ 37,508 $ 36,260 $ 36,220
Evaluation Allowance ( 37,508) ( 36,260) ( 36,220)
--------- --------- ---------
Net Tax Assets $ -0- $ -0- $ -0-
Current Income Tax Expense -0- -0- -0-
Deferred Income Tax Benefit -0- -0- -0-
</TABLE>
F-7
/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.
Consent of Schvaneveldt & Company
I consent to the use, in this Form 10-KSB, of our report
dated December 31, 1997, on the financial statements of Company,
dated April 22, 1998.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000827164
<NAME> EXHIBITRONIX, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 6,428
<OTHER-SE> (6,428)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,800)
<EPS-PRIMARY> .00
<EPS-DILUTED> 0
</TABLE>
