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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-18568
SUN TECH, ENTERPRISES
(Name of Small Business Issuer in its Charter)
NEVADA 88-0238889
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-7722
15325 NE 21 Avenue
North Miami Beach, Florida 33162
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act:
One Mill ($0.001) par value common voting stock
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.
(1) Yes X No (2) Yes No X
--- --- --- ---
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:
December 31, 1995 - $ - 0 -
The Exhibit Index commences on page 20.
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State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
May 1, 1996 - $31.25. There are approximately 31,250 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the Issuer has filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a Plan confirmed by a court.
Yes No X*
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* There was no Plan filed in connection with the Issuer's Voluntary Petition in
Bankruptcy involving the issuance of securities.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
May 8, 1996
194,374*
*Reflects a 100 for 1 reverse split of the outstanding voting securities of the
Company effective May 8, 1996, while retaining the authorized capital at $50,000
divided into 50,000,000 shares of one mill ($0.001) par value common voting
stock, and with appropriate adjustments in the stated capital and capital
surplus accounts of the Company.
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in
Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
Item 1. Description of Business............................................. 4
Item 2. Description of Property............................................. 11
Item 3. Legal Proceedings................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders................. 12
Item 5. Market for Common Equity and Related Stockholder Matters............ 12
Item 6. Management's Discussion and Analysis or Plan of Operation........... 12
Item 7. Financial Statements................................................ 13
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 13
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ................ 14
Item 10. Executive Compensation.............................................. 16
Item 11. Security Ownership of Certain Beneficial Owners and Management...... 17
Item 12. Certain Relationships and Related Transactions...................... 19
Item 13. Exhibits and Reports on Form 8-K.................................... 20
</TABLE>
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PART I
Item 1. Description of Business.
Business Development.
Sun Tech, Enterprises (the "Company") was incorporated under the laws
of the State of Nevada on July 6, 1987. A copy of the Articles of Incorporation
of the Company has been previously filed with the Securities and Exchange
Commission and is incorporated herein by reference. See Item 13, Part III, of
this Report.
A copy of the Company's Bylaws has been previously filed with the
Securities and Exchange Commission and is incorporated herein by reference. See
Item 13, Part III, of this Report.
In November of 1987, the Company offered and sold 2,850,000 shares of
its common stock at an offering price of $0.01 per share pursuant to Rule 504 of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "1933 Act"), and a Registration
Statement filed with the Nevada Securities Commission. The offering was
completed in January of 1988, with the sale of all 2,850,000 shares for gross
proceeds of $28,500.
On August 15, 1989, the Company entered into a Plan of Reorganization
and Agreement (the "Florida Corporations Plan") whereby the Company acquired all
of the issued and outstanding shares of common stock of five Florida
corporations, i.e.: William David Galleries, Inc. ("Galleries"); Corporate
Baseball Cards, Inc. ("Corporate Baseball"); W.D. Brokerage, Inc. ("Brokerage");
Jess-Rene Fashions, Inc. ("Fashions"); and Sun Cash & Carry, Inc. ("Cash &
Carry"). With the exception of Corporate Baseball, each of these Florida
companies was wholly-owned and controlled by William D. Utanski, the former
President and a director of the Company. Corporate Baseball was majority owned
and was controlled by Mr. Utanski. Corporate Baseball was incorporated in the
State of Florida on August 5, 1988; Galleries was incorporated in the State of
Florida on August 26, 1988; Brokerage was incorporated in the State of Florida
on October 31, 1988; Fashions was incorporated in the State of Florida on April
17, 1989; and Cash & Carry was incorporated in the State of Florida on September
22, 1989. A copy of the Florida Corporations Plan, without exhibits, has been
previously filed with the Securities and Exchange Commission and is incorporated
herein by reference. See Item 13, Part III, of this Report.
The Company also entered into an Agreement and Plan of Reorganization
(the "Asons Plan") with Asons Tobacco Corporation, a Florida corporation
("Asons"), whereby the Company issued 4,050,000 shares of its common stock to
the sole shareholder of Asons, Elia Utianski, in return for all of the issued
and outstanding common stock of Asons. Elia Utianski is the father of William D.
Utanski. The retroactive effective date of the Asons Plan was agreed by the
parties to be December 31, 1989. A copy of the Asons Plan, without exhibits, has
been previously filed with the Securities and Exchange Commission and is
incorporated herein by reference. See Item 13, Part III, of this Report.
The Company filed a Registration Statement on Form 10 with the
Securities and Exchange Commission on or about January 17, 1990, which became
effective 60 days thereafter.
On May 22, 1992, Asons, through which the Company and all of its
wholly-owned subsidiaries conducted their business operations, filed a Voluntary
Petition in Bankruptcy in the United States Bankruptcy Court, in the Southern
District of Florida, Bankruptcy Case No. 92-13287-BKC-AJC, with the discharge
being entered by the Bankruptcy Court in December, 1992.
The Company was involuntarily dissolved by the State of Nevada for
failure to file its Annual Report in 1992, and was reinstated on May 7, 1996.
All of the subsidiaries of the Company were dissolved by the Secretary
of State of the State of Florida in 1993.
Effective on reinstatement with the Secretary of State of the State of
Nevada, the Company's outstanding voting securities were reverse split on the
basis of 100 for one, reducing the 19,437,430 outstanding shares of common stock
to 194,374, while retaining the authorized capital at $50,000 divided into
50,000,000 shares of $0.001 par value common voting stock.
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Business.
The Company has not engaged in any material business operations since
the date of the filing of its Volunteer Petition in Bankruptcy. Its only
activities since that time have consisted of restoring and maintaining its good
standing in the State of Nevada, and engaging in negotiations to acquire all of
the outstanding shares of common stock of a number of entities, including
MedTrak Electronics, Inc., a Nevada corporation ("MedTrak"). The Company is
presently negotiating the exchange of 10,800,000 "unregistered" and "restricted"
shares of common stock of the Company for all of the outstanding securities of
MedTrak; no assurance can be given that this acquisition will be completed. The
Company has no material tangible property or assets.
Subject to whether the transaction with MedTrak is completed, the
Company intends to continue to seek out the acquisition of assets, property or
business that may be beneficial to it and its stockholders. In considering
whether to complete any such acquisition, the Board of Directors shall make the
final determination, and the approval of stockholders will not be sought unless
required by applicable law, the Company's Articles of Incorporation or Bylaws or
contract. The Company can give no assurance that any such endeavor will be
successful or profitable.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a "shell" and will
be a vehicle to acquire or merge with a business or company. The Company does
not intend to restrict its search to any particular business or industry, and
the areas in which it will seek out acquisitions, reorganizations or mergers may
include, but will not be limited to, the fields of high technology,
manufacturing, natural resources, service, research and development,
communications, transportation, insurance, brokerage, finance and all medically
related fields, among others. The Company recognizes that because of its lack of
resources, the number of suitable potential business ventures which may be
available to it will be extremely limited, and may be restricted to entities who
desire to avoid what these entities may deem to be the adverse factors related
to an initial public offering ("IPO"). The most prevalent of these factors
include substantial time requirements, legal and accounting costs, the inability
to obtain an underwriter who is willing to publicly offer and sell shares, the
lack of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution public investors will suffer
to the benefit of the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities laws,
rules and regulations. Any of these types of entities, regardless of their
prospects, would require the Company to issue a substantial number of shares of
its common stock to complete any such acquisition, reorganization or merger,
usually amounting to between 80% and 95% of the outstanding shares of the
Company following the completion of any such transaction; accordingly,
investments in any such private entity, if available, would be much more
favorable than any investment in the Company.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly analyze without
referring to any objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
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Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets and
cash reserves, these activities may be limited, and if undertaken, the cost and
expense thereof will be advanced by management, and may further dilute the
interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company anticipates
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Because the Company has extremely limited assets, management
anticipates that any finder's fees would be paid in the form of common stock of
the Company, rather than cash. This would have the effect of further diluting
the shares of current stockholders. In the event that funds become available
from a company that is a candidate for a merger or acquisition transaction, such
fees may be paid in cash. Whether paid in the form of common stock or cash, and
whether paid to members of management, beneficial owners or their affiliates, or
unaffiliated third parties, the amount of such finder's fees will not exceed the
amount that the Company would pay to an unaffiliated third party in an arm's
length transaction.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided among
promoters or founders, after deduction of legal, accounting and other related
expenses, and it is not unusual for a portion of these fees to be paid to
members of management or to principal stockholders as consideration for their
agreement to retire a portion of the shares of common stock owned by them. Such
fees may become a factor in negotiations regarding any potential acquisition by
the Company and, accordingly, may present a conflict of interest for such
individuals.
None of the Company's directors, executive officers or promoters, or
their affiliates or associates, are presently involved in any negotiations with
any representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company, except
MedTrak. Nor are there any present plans, proposals, arrangements or
understandings with any such persons regarding the possibility of any
acquisition or merger involving the Company, except the negotiations with
MedTrak.
Risk Factors.
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has virtually no
assets and has had no revenues since the filing of the Volunteer Petition in
Bankruptcy on May 22, 1992. Nor will the Company receive any revenues until it
completes an acquisition, reorganization or merger, at the earliest. The Company
can provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as well
as management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a
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suitable acquisition, subject to the criteria identified above, such proceeds
will not otherwise be designated for any more specific purpose. The Company can
provide no assurance that any allocation of such proceeds will allow it to
achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To
date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business, except
MedTrak. Accordingly, it is unclear whether such an acquisition would take the
form of an exchange of capital stock, a merger or an asset acquisition. However,
because the Company has virtually no resources as of the date of this Report,
management expects that any such acquisition would take the form of an exchange
of capital stock.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
Further, all states (with the exception of Alabama, Delaware, Florida,
Hawaii, Illinois, Minnesota, Nebraska and New York) have adopted some form of
the Small Corporate Offering Registration Exemption ("SCOR") program, which
permits an issuer to notify the Securities and Exchange Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission. States participating in the SCOR program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions. In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCOR program.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target.
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No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. (the "NASD"), there is
currently no market for such shares; there can be no assurance that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Company is likely to be very volatile, and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock in any market that may develop. See Item 5, Part
II, of this Report.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) is an issuer with net tangible assets less than $2,000,000 (if the
issuer has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.
There has never been any "established public market" for the Company's
common stock. At such time as the Company completes a merger or acquisition
transaction, if at all, it may attempt to qualify for listing on either NASDAQ
or a national securities exchange. However, at least initially, any trading in
its common stock will most likely be conducted in the over-the-counter market in
the "pink sheets" or the "Electronic Bulletin Board" of the National Association
of Securities Dealers, Inc. (the "NASD").
There are presently no market makers for the Company's common stock. In
the event that it is unsuccessful, after completing a merger or acquisition
transaction, in obtaining a listing on NASDAQ or a national securities exchange,
it will seek a securities firm to make a market in its securities. If there is
only one market maker in the Company's securities, there is a risk that market
maker will dominate the market and set prices that are not based on competitive
forces.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and
Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of any
investor for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor and
that the investor has sufficient knowledge and experience as to be reasonably
capable of evaluating the risks of penny stock transactions; (iii) provide the
investor with a written statement setting forth the basis on which the
broker-dealer made the determination in (ii) above; and (iv) receive a signed
and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for investors in the Company's common stock to resell their shares to
third parties or to otherwise dispose of them.
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Item 2. Description of Property.
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Jenson Services, Inc., a Utah corporation, and financial consulting
firm ("Jenson Services"), which are provided at no cost. See Item 1, Part I, of
this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to
the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the period covered by this report or during the
previous five calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
There is no "public market" for shares of common stock of the Company.
The Company intends to submit for listing on the OTC Bulletin Board of the
National Association of Securities Dealers ("NASD"); however, management does
not expect any public market to develop unless and until the Company completes
an acquisition or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a public
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities and Exchange
Commission by past or present members of management or others may have a
substantial adverse impact on any such public market.
Holders
The number of record holders of the Company's common stock as of the
year ended December 31, 1995, was approximately 390; this number does not
include an indeterminate number of stockholders whose shares are held by brokers
in street name. The number of stockholders has been substantially the same
during the past five years, and presently.
Dividends
There are no present material restrictions that limit the ability of
the Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
The Company has not engaged in any material operations in the period
ending December 31, 1995, or since May 22, 1992. The Company intends to continue
to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
Depending upon whether the MedTrak acquisition is completed, the
Company's only foreseeable cash requirements during the next 12 months will
relate to maintaining the Company in good standing in the State of Nevada, and
keeping its reports "current" with the Securities and Exchange Commission.
Management does not anticipate that the Company will have to raise additional
funds during the next 12 months.
Results of Operations
The Company has had no operations since May, 1992.
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Liquidity
The Company presently has no assets, cash or otherwise.
Item 7. Financial Statements.
See Exhibit 27 filed herewith.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's last five calendar
years or any interim period. Orton & Company, who prepared the audit report
accompanying the last 10-K Annual Report filed with the Securities and Exchange
Commission for the calendar year ended December 31, 1990, was a predecessor to
the present auditors of the Company, Jones, Jensen & Company, Certified Public
Accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
The following table sets forth, in alphabetical order, the names and
the nature of all positions and offices held by all directors and executive
officers of the Company for the years ending December 31, 1991, 1992, 1993, 1994
and 1995, and to the date hereof, and the period or periods during which each
such director or executive officer served in his or her respective positions.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
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<S> <C> <C> <C>
William D. Utanski Director 8/89 5/6/96
President 8/89 5/22/92
Nicholas P. Lovato Director 5/7/96 *
President 5/7/96 *
Kirsten K. Lovato Director 5/7/96 *
Secretary 5/7/96 *
</TABLE>
* These persons presently serve in the capacities indicated opposite
their respective names.
Term of Office
The term of office of the current directors shall continue until the
annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in February of each year. The annual meeting of the Board
of Directors immediately follows the annual meeting of stockholders, at which
officers for the coming year are elected.
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Business Experience
Nicholas P. Lovato. Mr. Lovato is 26 years of age. From March, 1992, to
May, 1993, Mr. Lovato was a policy intern for the United States Senate in
Washington D.C. From May, 1993, to August, 1994, he was a Loan Officer/Assistant
Manager for Transamerica Financial of Salt Lake City, Utah. From August, 1994,
to July, 1995, he was employed by American Investment Bank of Salt Lake City,
Utah, as Senior Loan Officer/Assistant Treasurer; and from July, 1995, to the
present, he has been employed as a Senior Underwriter for Franklin Capital
Corporation of Salt Lake City, Utah.
Kirsten K. Lovato. Ms. Lovato is 26 years of age. She graduated from
the University of Iowa with a B.S. in Dental Hygiene in 1993. From July, 1993,
to the present, she has been employed as a dental hygienist for Robert R.
Thorup, D.D.S., of Salt Lake City, Utah; from September, 1993, to February,
1994, she was employed by Todd Chikaraishi, D.D.S. of Salt Lake City, Utah; from
February, 1994, to February, 1995, she was employed by Mel Malmstrom,
D.D.S./Scott McGavin, D.M.D., of Salt Lake City, Utah; and from February, 1995,
to the present, she has been employed by Ken Bladen, D.D.S.
Family Relationships
Nicholas P. Lovato and Kirsten K. Lovato are husband and wife.
Involvement in Certain Legal Proceedings
Except as indicated below and to the knowledge of management, during
the past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by
or against which any bankruptcy petition was filed, whether at
the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of
a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person,
director or employee of any investment company, bank,
savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in
connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state
securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or
state authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
11
<PAGE> 12
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment
in such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
William D. Utanski filed a petition for personal bankruptcy on August
5, 1993, in the U.S. Bankruptcy Court for the Southern District of Florida. The
case was discharged on December 3, 1993.
Compliance with Section 16(a) of the Exchange Act
The Company has been inactive since May 22, 1992, and there have been
no transfers or conveyances of shares of common stock owned by any director,
executive officer or affiliate of the Company since such period of time, and
accordingly, no such reports have been required to be filed.
Item 10. Executive Compensation.
Cash Compensation
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards($) (#) ($) Compensa-
1995, sation($) tion ($)
1994,
1993,
1992,
1991
William D. December
Utanski 31 - 0 - - 0 - - 0 - - 0 - - 0 - - 0 - - 0 -
</TABLE>
12
<PAGE> 13
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the years
ending December 31, 1995, 1994 or 1993, or the period ending on the date of this
Report. The Company filed a Voluntary Petition in Bankruptcy on May 22, 1992.
Further, no member of the Company's management has been granted any option or
stock appreciation right; accordingly, no tables relating to such items have
been included within this Item. See the Summary Compensation Table of this Item.
Compensation of Directors
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or the
previous two fiscal years for any service provided as director. See the Summary
Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners.
The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock as of December 31,
1995, 1994, 1993 and 1992, and to the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/91 to 12/31/95 Currently
- ---------------- -------------------- ---------
<S> <C> <C>
William D. Utanski 91,000 - 46.8% 91,000 - 46.8%
242 189th Street
Miami Beach, Florida 33160
Elia Utanski 67,124 - 34.5% 67,124 - 34.5%
230 174th Street, #2114
Miami Beach, Florida 33160
</TABLE>
* Retroactively reflects 100 for one reverse split effective May 8, 1996.
Security Ownership of Management.
13
<PAGE> 14
The following table sets forth the shareholdings of the Company's
directors and executive officers as of December 31, 1995, 1994, 1993 and 1992,
and to the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/91 to 12/31/95 Currently
- ---------------- -------------------- ---------
<S> <C> <C>
William D. Utanski 91,000 - 46.8% 91,000 - 46.8%
242 189th Street
Miami Beach, Florida 33160
Nicholas P. Lovato -0- -0-
2871 Robidoux Road
Sandy, Utah 84093
Kirsten K. Lovato -0- -0-
2871 Robidoux Road
Sandy, Utah 84093
</TABLE>
* Retroactively reflects 100 for one reverse split effective May 8, 1996.
As of May 6, 1996, the date of Mr. Utanski's resignation as a director
of the Company, the Company's directors and executive officers as a group, then
comprised of two persons, beneficially owned no shares of the Company's common
stock.
Changes in Control
With the exception of the present negotiations with MedTrak, pursuant
to which members of the Utanski Family have agreed to convey to the Company for
cancellation up to 128,124 shares of the common stock of the Company presently
owned by them, to the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others.
Except as indicated in Item 1, Part I, "Business Development," there
were no material transactions, or series of similar transactions, during the
Company's last three fiscal years, or any currently proposed transactions, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and in
which any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class of
the Company's common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.
Certain Business Relationships.
Except as indicated in Item 1, Part I, "Business Development," there
were no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Indebtedness of Management.
Except as indicated in Item 1, Part I, "Business Development," there
were no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the
14
<PAGE> 15
Company to own of record or beneficially more than five percent of any class of
its common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Transactions with Promoters.
Except as indicated in Item 1, Part I, "Business Development," there
were no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder or any member of the immediate family of any of the
foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
None.
<TABLE>
<CAPTION>
Exhibit
Exhibits* Number
- --------- -------
<S> <C>
(i)
Letter to Stockholders dated April 12, 1996 19.1
Notice of Stockholders Meeting dated April 12, 1996 19.2
Letter to Stockholders dated May 6, 1996 19.3
Financial Data Schedule 27
(ii) Where Incorporated
In This Report
------------------
Form 10 Registration Statement Part I
Form 10-K Annual Report for the year ended 12/31/90 Part I
</TABLE>
* A summary of any Exhibit is modified in its entirety by reference to
the actual Exhibit.
** These documents and related exhibits have previously been filed with
the Securities and Exchange Commission and are incorporated herein by this
reference.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SUN TECH, ENTERPRISES
Date: 5/8/96 By /s/ Nicholas P. Lovato
Date: 5/8/96 By /s/ Kirsten K. Lovato
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
SUN TECH, ENTERPRISES
Date: 5/8/96 By /s/ Nicholas P. Lovato
Date: 5/8/96 By /s/ Kirsten K. Lovato
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS - Enclosed.
16
<PAGE> 1
Exhibit 19.1
SUN TECH ENTERPRISES
1787 East Ft. Union Blvd., Suite 106
Salt Lake City, Utah 84121
April 12, 1996
Dear Stockholder:
Sun Tech Enterprises (the "Company"), which has been dormant
since its reorganization in 1992, has recently received a preliminary proposal
whereby it may have the opportunity to acquire all of the outstanding securities
of Televar Northwest, Inc., a Washington corporation ("Televar"), in a "reverse"
reorganization. The Company currently has no assets and limited liabilities.
Televar is an Internet access and long distance telephone
service provider, focusing on rural America markets; it will require substantial
funding of up to $2,000,000 to effectively expand its present business
operations.
The undersigned is the only remaining director of the Company,
who retained his position so that meetings of stockholders and directors could
be called and held, and to allow the Company to wind up its affairs and conduct
whatever business may be in the interest of its stockholders, including
reviewing prospects for acquisition or merger, and has called this special
meeting of stockholders to consider the matters outlined in the Notice of
Special Meeting of Stockholders dated April 12, 1996, which accompanies this
letter to stockholders.
The Televar proposal is not being considered at the special
meeting, but will be completed, if at all, by the newly elected directors and
executive officers.
The Televar proposal has been presented to the Company by
Jenson Services, Inc., a Utah based financial consulting firm ("Jenson
Services"), and it is anticipated that the persons to be nominated as directors
at the meeting will be "nominees" of Jenson Services. Although Jenson Services
has an interest in the proposed reorganization, if completed, as outlined
herein, the negotiations with Televar are believed to have been conducted at
arm's length.
The proposal to opt out of the cited Sections of the Nevada
Revised Statutes regarding "control share acquisitions" will allow the Board of
Directors to adopt a reorganization without stockholder approval; however, in
the opinion of counsel for the Company, these statutes do not presently apply to
the Company because the Company has no business operations in the State of
Nevada, and a limited number of its stockholders are residents of Nevada; these
are two criteria for application of these statutes.
The Company currently has 19,437,430 outstanding shares of
common stock, and the 100 for one reverse split will reduce that number to
approximately 194,374 post-split shares, depending on the number of shares
required to be issued in rounding fractions to the nearest whole share which
result from the reverse split.
<PAGE> 2
Page 2
April 12, 1996
The issuance of the 900,000 post-split "unregistered" and
"restricted" shares of common stock in consideration of the sum of $5,000 being
paid to the Company and to be utilized to pay expenses related to bringing the
Company's status current in all respects is subject to the closing of the
reorganization, and if the reorganization does not close, the $5,000 will be
deemed to be a loan payable on demand. These shares will also be subject to an
option whereby the Company can repurchase 700,000 of these shares at a price of
$0.001 per share, if the Company is unable to raise $2,000,000 in debt or equity
funding within 12 months of the completion of any reorganization with Televar
from the funding sources to be provided by the purchasers of these shares and
Jenson Services These shares are to be issued to Don Wright and Jeffrey D.
Jenson (an "affiliate" of Jenson Services), 600,000 and 300,000 shares,
respectively. The option to repurchase these shares covers all of Mr. Jenson's
shares and 400,000 of Mr. Wright's shares. The shares covered by this option
will be held in escrow pending receipt of these funds, the expiration of 12
months or the exercise of the option.
The additional 130,626 post-split shares of common stock to be
issued under the proposed Consultant's Compensation Plan will be registered
under Form S-8 of the Securities and Exchange Commission and will be free
trading shares, and will be issued for services rendered in connection with the
reorganization and bringing the Company's reports current with the Securities
and Exchange Commission; these shares cannot be issued until the Company's
reports have been brought current, and the issuance thereof is not subject to
the closing of the reorganization. Jeffrey D. Jenson and Duane S. Jenson (the
principal stockholder of Jenson Services) will also be recipients of a portion
of these shares for services rendered by them.
In the event the reorganization with Televar is completed, the
Utanski family, including the undersigned director, has agreed to convey
approximately 133,000 of the 163,124 post-split "unregistered" and "restricted"
shares of the Company which will then be collectively owned by them to Jenson
Services in consideration of an unspecified sum (less expenses which may be
incurred by Jenson Services on behalf of the Company in an amount not to exceed
$4,000) to be paid within 30 days of the closing of a reorganization, and the
conveyance to the Utanski family of 5,000 newly issued post-split
"unregistered" and "restricted" shares of common stock of the Company; the 5,000
"unregistered" and "restricted" shares will come from the shares to be issued to
Mr. Wright or Mr. J. Jenson; and in the opinion of legal counsel for the
Company, the 30,000 post-split shares being retained by the Utanski family will
be free trading shares, once a reorganization has been completed and the Utanski
family's stock ownership is less than 10% of the outstanding voting securities
of the Company. The shares being purchased from the Utanski family by Jenson
Services will be subject to public resale under Rule 144 of the Securities and
Exchange Commission and the satisfaction of the present Rule 144 holding period
of two years.
Jenson Services is to be paid a $50,000 consulting fee by
Televar in connection with and subject to the closing of the reorganization.
Televar has agreed to pay the fees of the Company's attorney,
estimated at approximately $10,000, and related costs, subject to closing.
<PAGE> 3
Page 3
April 12, 1996
If the reorganization is finalized, and if Roger Vallo and Don
Cotton agree to serve on the Board of Directors of the Company, each will be
issued 75,000 post-split "unregistered" and "restricted" shares of the Company's
common stock; these two persons are acceptable directors to Televar.
Under the proposed reorganization, 1,200,000 post-split
"unregistered" and "restricted" shares of common stock would be issued to the
stockholders of Televar in exchange for all of the outstanding securities of
Televar, and following the reverse split and the issuance of the shares outlined
herein, there would be approximately 2,575,000 post-split outstanding shares.
The Utanski family presently owns approximately 84% of the
outstanding securities of the Company, and intends to vote in favor of the
proposals outlined in the Notice.
Complete information regarding Televar will be available at
the meeting or may be examined during normal business hours at the offices of
Leonard W. Burningham, Esq., Suite 205, Hermes Building, 455 East 500 South,
Salt Lake City, Utah 84111, Telephone, 801-363-7411, or the offices of Jenson
Services, 1787 East Ft. Union Blvd., Suite 106, Salt Lake City, Utah 84121,
Telephone, 801-942-7742.
Sincerely,
/s/ WILLIAM D. UTANSKI
----------------------------
William D. Utanski, Director
<PAGE> 1
Exhibit 19.2
SUN TECH ENTERPRISES
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 22, 1996
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the
stockholders of Sun Tech Enterprises, a Nevada corporation (the "Company"), has
been called to be held on April 22, 1996, at Suite 205 Hermes Building, 455 East
500 South, Salt Lake City, Utah 84111, at the hour of 10:00 o'clock a.m.,
Mountain Standard Time, for the following purposes, which are more particularly
discussed in the accompanying letter to stockholders under date of April 12,
1996:
1. To elect directors for the coming year;
2. To opt out of the provisions of Sections 78.378 to 78.3793,
Nevada Revised Statutes, relating to "control share acquisitions";
3. To effect a 100 for one reverse split of the 19,437,430
outstanding securities of the Company, while retaining the present authorized
capital and par value, and making appropriate adjustments in the stated capital
and additional paid in capital accounts of the Company, with fractional shares
to be rounded to the nearest whole share;
4. To issue 900,000 post-split "unregistered" and "restricted"
shares of the Company's common stock, in consideration of $5,000 and subject to
the closing of a reorganization to be negotiated by the newly elected directors
and executive officers with Televar Northwest, Inc., a Washington corporation,
to certain persons to raise sufficient capital to partially pay legal and
accounting fees required to bring the Company current in its filings with the
Securities and Exchange Commission and other corporate filings;
5. To adopt a Consultant's Compensation Plan to issue an
additional 130,626 post-split shares of the Company's common stock to certain
consultants for additional fees related to bringing the Company current in its
filings and related matters concerning the Company's status, with such shares to
be registered pursuant to an S-8 Registration Statement to be filed with the
Securities and Exchange Commission; and
6. To conduct such other business as may properly come before
the meeting.
The Board of Directors of the Company has set 5:00 o'clock
p.m. on April 12, 1996, as the record date for the purpose of determining the
stockholders of the Company who shall be entitled to notice of the meeting.
Salt Lake City, Utah
April 12, 1996
SUN TECH ENTERPRISES
William D. Utanski, Director
<PAGE> 1
Exhibit 19.3
SUN TECH ENTERPRISES
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
May 6, 1996
Dear Stockholder:
It was discovered at the time of the April 22, 1996, special
meeting, that Sun Tech was not in good standing; accordingly, no action taken at
the meeting was binding upon Sun Tech.
Sun Tech will be reinstated immediately, with Nick and Kirsten
Lovato being named as directors and the President and Secretary, respectively,
effective on reinstatement, with William D. Utanski's resignation as the sole
remaining director of Sun Tech, also being effective on reinstatement.
Televar Northwest, Inc., a Washington corporation ("Televar"),
with whom Sun Tech was negotiating a "reverse" acquisition, has determined to
conduct an IPO, so negotiations with Televar have ceased. One of the companies
with whom your new Board of Directors will be attempting to negotiate a
"reverse" acquisition is MedTrak Electronics, Inc., a Nevada corporation, which,
through its operating subsidiaries, is engaged in the business of developing,
manufacturing and marketing proprietary home-use vital sign and cardiac
monitoring products and services, and personal security products and services.
Your new Board of Directors will advise you as developments
occur.
The 100 for 1 reverse split outlined in the letter to
stockholders dated April 12, 1996, will be effective on reinstatement; however,
the 900,000 post-split "unregistered" and "restricted" shares of common stock to
be issued, contingent upon the closing of the reorganization with Televar, will
not be issued.
WILLIAM D. UTANSKI, DIRECTOR
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000828355
<NAME> SUN TECH ENTERPRISES
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,000
<BONDS> 0
<COMMON> 19,437
0
0
<OTHER-SE> (22,437)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (600)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
