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, 1998
[ ] 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 May 19, 1999: 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 effect 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 that 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 affected by the Company
will require the Company to retain the services of its counsel and a
qualified accounting firm in order to properly affect 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, 1998, 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>
1998 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, 1998, and 1997. 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.
As of December 31, 1998, the Company had 183 shareholders.
7<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Results of Operations
- ---------------------
During the years ended December 31, 1998, and 1997, 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 15.
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 41 President, Chief Executive Officer 1997
And a Director
Ronald W. Shepston 52 Chief Financial Officer, Secretary 1997
And a Director
David S. Archer 34 Chief Operating Officer and Director 1999
</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 a private business consultant and is presently
employed at Veronex Technologies, Inc., in an Adminstrative capacity. 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.
David S. Archer, since May 1999, Mr. Archer has been employed as Manager of
Finance, for Pacific Care Dental and Vision. His responsibilities include
Financial Strategic Planning, Merger and Acquisition Analysis, and Monthly
Financial Reporting. Prior to joining Pacific Care he spent over eight
years with Bank of America in such capacities as Project Consultant,
Manager of Financial Planning and Reporting, and Acquisitions Manager.
Mr. Archer is a graduate of Southern California College (1987) with a
Bachelors Degree in Business Administration with an emphasis in Finance and
Accounting. He is 34 years old and resides in Rancho Santa Margarita,
California.
Meetings.
- ---------
The Company's Board of Directors met once during the fiscal year ended
December 31, 1998.
9<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
Long-term Compensation
Annual Compensation Awards Payouts
Other Restr- All
Annual icted Other
Compen- Stock Options LTIP Compen-
Position Year Salary Bonus sation Awards(s) /SARs Payouts sation
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jay A. Geier 1998 $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
- -----------------------------------------------------------------------------------
1997 -0- -0- -0- -0- -0- -0- -0-
--------------------------------------------------------------------
1996 -0- -0- -0- -0- -0- -0- -0-
--------------------------------------------------------------------
</TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Percent of
Options/SARs Total Options Exercise Market Price
Expiration /SARS Granted or Base on Date
Granted to Employees Share Price or Grant
Name (#)Date in Fiscal Year ($/Sh) ($/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
Options/SARs Total Options Exercise Market Price
Expiration /SARS Granted or Base on Date
Granted to Employees Share Price or Grant
Name (#)Date in Fiscal Year ($/Sh) ($/Sh)
- ----------- ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C>
Jay A. Geier -0- 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 May 19, 1999, (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:
10<PAGE>
<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 Shepston 214,660 (3) 3.3%
- -------------------- --------------------- -----------
David S. Archer 0 (4) 0.0%
- -------------------- --------------------- -----------
All Executive Officers &
Directors as a Group
(3 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.
(4) Mr. Archer'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, 1998, 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
11<PAGE>
(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.
12<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page Reference
--------------
Independent Auditors' Report. . . . . . . . . . . . . . . . . .F-2
Balance sheets as of December 31, 1998 and 1997 . . . . . . . .F-3
Statements of operations for each of the years
in the two-year period ended December 31, 1998. . . . . . . . F-4
Statements of stockholders' equity for each of the years
in the two-year period ended December 31, 1998. . . . . . . . .F-5
Statements of cash flows for each of the years
in the two-year period ended December 31, 1998. . . . . . . . .F-6
Notes to financial statements for each of the years
in the two-year period ended December 31, 1998. . . . . .F-7 & F-8
14
<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: May 19, 1999 EXHIBITRONIX, INC.
/S/ Jay A. Geier
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
- ------------------------ ------------------------- -------------
/S/ Jay A. Geier
- ------------------------ Chairman of the Board,
Jay A. Geier President, Chief Executive
Officer, and a Director May 19, 1999
/S/ Ronald W. Shepston
- ------------------------ Principal Financial Officer,
Ronald W. Shepston Officer, Principal Accounting
Officer, Secretary and a
Director May 19, 1999
/S/ David S. Archer
- ------------------------
David S. Archer Chief Operating Officer,
and a Director May 19, 1999
14<PAGE>
INDEX TO EXHIBITS
Exhibit # Exhibit Name Page
- --------- ----------------------- --------
27.1 Financial Data Schedule . . . . . . . . . . . . . . . E-1
23.1 Consent of Schvaneveldt and Company . . . . . . . . . E-2
15<PAGE>
Exhibitronix, Inc.
Financial Statements
December 31, 1998 & 1997
F-1<PAGE>
/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, 1998 and 1997, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1998
and 1997. 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, 1998. 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, 1998 and 1997, and the results of its operations and its cash
flows for the years ended December 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
May 12, 1999<PAGE>
Exhibitronix, Inc.
Balance Sheets
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Assets
Current Assets
- --------------
Cash $ -0- $ -0-
----------- -----------
Total Current Assets $ -0- $ -0-
=========== ===========
Liabilities & Stockholders' Equity
Current Liabilities
- -------------------
Accounts Payable $ 4,598 $ -0-
Due Officers 634 -0-
----------- -----------
Total Current Liabilities 5,232 -0-
Stockholders' Equity
- --------------------
Common Stock 50,000,000 Shares Authorized at
$.001 Par Value 6,428,078 Shares Issued &
Outstanding Retroactively Restated 6,428 6,428
Paid In Capital 125,871 125,871
Retained Earnings (Deficit) ( 137,531) ( 132,299)
----------- -----------
Total Stockholders' Equity ( 5,232) -0-
----------- -----------
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, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Revenues $ -0- $ -0-
- -------- ----------- -----------
Expenses
- --------
Office Cost 259 -0-
Professional Fees 4,599 4,448
Transfer Fees 139 127
License & Tax 235 225
----------- -----------
Total Expenses 5,232 4,800
----------- -----------
Net Loss ($ 5,232) ($ 4,800)
=========== ===========
Loss Per Share ( .00) ( .00)
Weighted Average Shares Outstanding 6,428,078 6,428,078
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
Exhibitronix, Inc.
Schedule of Stockholders' Equity
For the Period January 1, 1995 to December 31, 1998
<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)
Net Loss for Year Ended
December 31, 1998 ( 5,232)
-------------------------------------------------
Balance, December 31, 1998 6,428,078 $ 6,428 $ 125,871 ($ 137,531)
=================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5<PAGE>
Exhibitronix, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1998 & 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Loss ($ 5,232) ($ 4,800)
Changes in Operating Liabilities:
Increase (Decrease) in Accounts Payable 4,598 ( 600)
Increase Due Officers 634 -0-
----------- -----------
Net Cash Used by Operating Activities -0- ( 5,400)
Cash Flows from Investing Activities -0- -0-
- ------------------------------------
Cash Flows from Financing Activities
- ------------------------------------
Sale of Common Stock -0- 5,400
----------- -----------
Net Cash Provided by Financing Activities -0- 5,400
----------- -----------
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-6
<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. Inter-company 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-7<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 2007
1988 24,093 2008
1989 63,043 2009
1990 100 2010
1991 100 2011
1992 100 2012
1993 100 2013
1994 100 2014
1995 100 2015
1996 100 2016
1997 4,800 2017
1998 5,232 2018
</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>
1998 1997
--------- ---------
<S> <C> <C>
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current Prevailing
Federal Tax Rate $ 39,287 $ 37,508
Evaluation Allowance ( 39,287) ( 37,508)
--------- ---------
Net Tax Assets $ -0- $ -0-
Current Income Tax Expense -0- -0-
Deferred Income Tax Benefit -0- -0-
</TABLE>
F-8
Exhibit 23.1
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditor's Consent
-----------------------------
To the Board of Directors
Exhibitronix, Inc.
I consent to the use of my report dated May 12, 1999 of the financial
statements of Exhibitronix, Inc., at December 31, 1998 and 1997, in the
filing of the 10-KSB, and the reference made to me therein.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
May 19, 1999
E-2
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000827164
<NAME> EXHIBITRONIX, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5,232
<BONDS> 0
0
0
<COMMON> 6,428
<OTHER-SE> (11,660)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,232
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,232)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,232)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,232)
<EPS-PRIMARY> .00
<EPS-DILUTED> 0
</TABLE>
