UNITED STATES
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 year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 10 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: # 0-20556
GBS COM-TECH CORPORATION
(Name of small business issuer in its charter)
DELAWARE 13-3400758
(State of Incorporation) (IRS Employer Identification)
9652 Hood Road
Jacksonville, Florida 32257-1141
(Address of Principal Executive Offices)
904-260-5156
(Issuer's telephone number)
Securities registered under Section 12 (b) of the Exchange Act: NONE
Securities registered under Section 12 (g) of the Exchange Act:
15,000,000 shares common stock, $ .01 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities 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 filing requirements for the past 90 days.
Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 revenue for its most recent year. $ -0-.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price at which the stock was sold, or the average bid and asked
prices 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. $ -0- .
State the number of shares outstanding of each of the issuer's classes of equity
as of the last practicable date.
4,878,000 Common Shares
<PAGE>
GBS COM-TECH CORPORATION
FORM 10-KSB ANNUAL OR TRANSMITTAL REPORT
TABLE OF CONTENTS
PART I
Item 1: Description of Business
Item 2: Description of Property
Item 3: Legal Proceedings
Item 4: Submission of Matters to a Vote of Security Holders
PART II
Item 5: Market for Common Equity and Related Stockholder Matters
Item 6: Management's Discussion and Analysis or Plan of Operation
Item 7: Financial Statements
Item 8: Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
PART III
Item 9: Directors, Executive Officers, Promoters and Control
Persons, Compliance with Sec. 16 (a) of the Exchange Act
Item 10: Executive Compensation
Item 11: Security Ownership of Certain Beneficial Owners and
Management
Item 12: Certain Relationships and Related Transactions
PART IV
Item 13: Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
MOBILE SERVICES INTERNATIONAL CORPORATION was incorporated in the state of
Delaware on March 9, 1987 as DRILLSTAR CORPORATION. The Company is a public
holding company having completed its initial public offering of common stock on
September 24, 1989. The Company currently is not operational and all
subsidiaries previously reported have either been sold or abandoned.
Mobile Services International Corp. conducted business in the U.S.A. and abroad
under the name DRILLSTAR CORP. from 1985 until January 1, 1990 when its
operations were segmented into Drillmaster Corp. and Drillstar Properties, Inc.
Prior to March 9, 1987 the Company operated as a sole proprietorship.
Drillmaster Corp. continued the original business of Drillstar Company of
researching, manufacturing, marketing and distribution of footwear that is
specifically designed to meet the special purpose requirements of middle school,
junior high school, high school, college, and drum and bugle corps marching
units.
Drillstar Properties, Inc. operated property the Company acquired in June 1989.
The property is commercial real estate located in Middletown, RI, zoned for
general commercial purposes. On June 30, 1994 the Company sold this property to
an unrelated party and the Company has no further interest in the property.
On April 16, 1993 the Board of Directors approved the following corporate
actions:
(1) An amendment to the Company's Articles of Incorporation providing for a
change of the Company's name to Mobile Services International Corp and to change
the total authorized capital stock by creating a new class consisting of
1,000,000 shares of $.10 par value preferred stock.
(2) The implementation of a reverse-split of the Company's Common Stock on the
basis of one new share for every five issued and outstanding shares of record on
April 23, 1993.
(3) To increase the number of Directors to serve on the Company's Board from
three to five.
<PAGE>
(4) The acquisition of certain assets related to the marketing and development
rights for mobile telecommunications systems for the total purchase price of
approximately $4,800,000 which will be paid for through the issuance of
2,000,000 shares of the Company's common stock (post reverse-split) and notes
totaling $3,000,000. The assets consist of certain state directorship and
franchise development rights for an affordable alternative to cellular phones.
On April 26, 1993, holders of a majority of the shares of the Company approved
and ratified the Amendments to the Company's Articles of Incorporation, the
reverse-split of common stock, and the acquisition.
On January 1, 1994, the Company completed the sale of its interest in
Drillmaster Corp. to Jon Farbman, the former Chairman and President of the
Company. Mr. Farbman did not take part in the decision of the Board of Directors
with respect to this sale. At the time of the sale the Company's interest in
Drillmaster Corp. was valued at $1,000. With the sale of Drillmaster Corp., the
Company intends to focus all of its attention on the telecommunications
industry.
On February 2, 1994, the Company completed its acquisition of the Mobile Access
mobile telephone system located in Birmingham, Alabama. The Company conducted
negotiations for acquisition of similar systems in Huntsville, Montgomery, and
Mobile, Alabama, however there were no completed transactions and negotiations
ceased.
In conjunction with the Alabama operations the Company established a new
operating subsidiary, Alabama Telecom, Inc. which was to be 60% owned by the
Company. The Company was to have placed the value of the acquired systems at
$1,100,000 which would have been paid for through the issuance of 40% of the
Common Stock of Alabama Telecom and 125,000 shares of Mobile Services
International Corp common stock, together with the assumption by Alabama Telecom
of certain liabilities related to the acquired systems. The various events
described did not occur as anticipated and the operating subsidiary was
subsequently abandoned.
On March 1, 1994, MobilTel Services, a wholly owned subsidiary of the Company,
entered into a one year contract to supply engineering and consulting services
to COMCOA, Ltd., a Florida based communications license application service
company. The contract had a minimum first year value of $780,000 for services to
be provided under the first phase of the contract. The company performed
services and billed COMCOA until such time as
<PAGE>
it was learned that COMCOA was under investigation by the Securities and
Exchange Commission and a receiver had been appointed to conduct the affairs of
the company. The Company billed COMCOA approximately $600,000 during 1994, of
which $200,000 was outstanding at the end of year and has been written off as
uncollectible.
On June 30, 1994, the Company completed the sale of its interest in Drillstar
Properties, Inc. for $699,000. The consideration received by the company was the
assumption by the buyer of certain mortgage debt and the Company receiving a
promissory note, in the amount of $264,855 due on December 27, 1994. The note
has not been paid and has been written off due to the high probability that the
note is uncollectible.
On September 23, 1994, the Company entered into an Agreement for Purchase and
Sale of Stock with Global Telemedia, Inc. and Mr. Jack Namer, owner of 100% of
the issued and outstanding common stock of Global. Pursuant to the Agreement the
Company acquired 100% of the outstanding common stock of the Global from Namer
in exchange for issuing Namer 7,057,881 shares of the Company's authorized but
unissued common stock. As a result of this transaction, Namer became the
majority shareholder of the Company's common stock. This transaction was
completed on October 28, 1994, and with this acquisition the Company was to
begin operations through Global which is operating independent telephone
switching equipment which provides access for telephone voice and data
transmission through the use of prepaid remote access calling cards. The
utilization of its proprietary fully digital, fiber optically linked switching
technology in conjunction with its own developed software systems will enable
the Company to become a leader in the rapidly expanding debit card industry. On
March 10, 1995 the Company filed SEC current report, form 8K announcing that the
Global transaction was going to be restructured to a leasing and licensing
agreement for a period of one year in exchange for the 7,057,881 shares of
common stock previously issued to Namer.
On May 5, 1995, Jack Namer, Chairman and CEO of the Company and other officers
and members of the Board of Directors resigned their positions as officer and
members of the Board of Directors with immediate effect. The resignation of Mr.
Jack Namer and all of the officers and members of the Board of Directors
followed the reorganization plan and agreement with GBS Financial Group, Inc.
and the Registrant, and thus discontinued the services of Mr. Jack Namer and all
of the officers and the members of the Board of Directors of the Registrant. The
<PAGE>
resignations were not as a result of any disagreements among the Board of
Directors or with the business policies and operations of the Registrant.
On October 2, 1995, holders of a majority of the shares of the Company approved
and ratified the Amendments to the Company's Articles of Incorporation, the
reverse split of issued and outstanding common stock.
The majority of the Shareholders subsequently appointed Chief G. Bolanle
Shonekan as the Chairman, CEO and Director of the Company, Mr. Walter V. Troxel
as the Chief Financial Officer and Director of the Company, Ms. Darlene A.
Whitetree as the Senior Vice President, Secretary and Director of the Company,
and Mrs. C. Bolanle Shonekan as Vice President-International Affairs and
Director of the Company, all and respectively with immediate effect.
On November 8, 1995 the Board of Directors approved the following corporate
actions:
(1) An amendment to the Company's Articles of Incorporation providing for a
change of the Company's name to International Communications & Technologies
Corp. And to change the total authorized capital stock to 100,000,000 common
stock, and increasing the Class A Preferred Stock to 5,000,000 of $0.10 par
value and creating a new class consisting of 15,000,000 shares of $0.05 par
value Class B Preferred Stock.
(2) The implementation of a reverse-split of the Company's issued and
outstanding common stock on the basis of one new share for every one hundred
issued and outstanding shares of record on November 8, 1995.
(3) To appoint Chief G. Bolanle Shonekan, Mr. Walter V. Troxel, Ms Darlene A.
Whitetree and Mrs. C. Bolanle Shonekan as new Directors to serve on the
Company's Board.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
The company currently does not own any assets and is not actively engaged in
business other than to continue to raise capital to further the objectives of
the Company.
ITEM 3. LEGAL PROCEEDINGS
As of the date of the filing of this report, the Company is not currently
involved in any legal matters. The Company is not aware of any pending
litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fiscal year covered by this report to a
vote of security holders through the solicitation of proxies or otherwise.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The period covered by this report the company's stock was not traded.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
At the date of the financial statements the Company had no liquidity or capital
resources and was essentially in a dormant state of existence. The former
management had abandoned all operating activities and subsequently resigned from
the Company and the bank, leaving no cash resources.
The current management has not been able to provide any amount of new capital to
date, however there are many sources of new capital currently being pursued. In
the event the Company is successful in raising the required capital, the Company
will commence with its new business plan in an attempt to revive the Company
into a positive operation cash position.
In the event the new capital is not generated, the Company has no foreseeable
means by which to continue operating.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
INDEX
DESCRIPTION
Report of Independent Certified Public Accountant
Condensed Consolidated Balance Sheets as of December 31, 1997 and 1996
Condensed Consolidated Statements of Operations and Accumulated Deficit for the
years ended December 31, 1997 and 1996
Condensed Consolidated Statements of Cash Flows for the years ended December 31,
1997 and 1996
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 1997 and 1996
Notes to Consolidated Financial Statements
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
GBS Com-Tech Corporation
We have audited the accompanying balance sheet of GBS Com-Tech Corporation (a
Delaware corporation) as of December 31, 1997, and the related statements of
operations and accumulated deficit, cash flows, and changes in stockholders'
equity for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of GBS Com-Tech Corporation as of
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
The 1996 financial statements were prepared by management and we did not audit
or review those financial statements, and accordingly, we express no opinion or
other form of assurance on them.
/s/ Holyfield Associates
West Palm Beach Florida
June 11, 1999
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
DECEMBER 31, DECEMBER 31,
1997 1996
ASSETS AUDITED UNAUDITED
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents .............. $ 0 $ 0
Total current assets ............. 0 0
------------- -------------
TOTAL ASSETS ................... $ 0 $ 0
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable & accrued expenses .... $ 0 $ 0
------------- -------------
Total current liabilities .............. 0 0
------------- -------------
TOTAL LIABILITIES .................... 0 0
STOCKHOLDERS' EQUITY:
Preferred stock, $ .10 par value,
authorized 1,000,000 shares,
issued, none ........................... $ 0 0
Common stock, $ .01 par value,
authorized 15,000,000 shares,
issued 4,878,000 ....................... 48,780 48,780
Capital in excess of par value ......... 1,686,146 1,686,146
Accumulated deficit .................... (1,734,926) (1,734,926)
------------- -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ (0) $ (0)
============= =============
The accompanying notes to financial statements are an integral
part of this statement
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND ACCUMULATED DEFICIT FOR
THE YEARS ENDED DECEMBER 31, 1997 AND 1996
DECEMBER 31, DECEMBER 31,
1997 1996
AUDITED UNAUDITED
----------- -----------
INCOME:
Sales of products & services ............... $ 0 $ 0
----------- -----------
Total income ......................... 0 0
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE ...... 0 0
----------- -----------
Income (loss) from operations .............. 0 0
OTHER INCOME AND EXPENSE:
Other income - forgiveness of debts ........ 0 408,972
Assets written off ......................... 0 68
----------- -----------
Net income (loss) .......................... 0 409,040
Accumulated deficit-beginning of period .... (1,734,926) (2,143,966)
Accumulated deficit-end of period .......... $(1,734,926) $(1,734,926)
=========== ===========
PER SHARE DATA:
Income (loss) per share .................... $ 0 $ .08
----------- -----------
Weighted average number of
shares outstanding ....................... $ 4,878,000 $ 4,878,000
----------- -----------
The accompanying notes to financial statements are an
integral part of this statement
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
AUDITED UNAUDITED
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .................................... $ 0 $ 409,040
Adjustments to reconcile net loss to net
cash by (used in) operations:
Depreciation ......................................... 0 0
Changes in operating assets .......................... 0 0
----------- -----------
Net cash provided (used in) operating activities ......... 0 409,040
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and other assets
Forgiveness of debt ...................................... 0 (408,972)
Gain on disposal of assets ............................... 0 0
Loss on disposal of subsidiaries ......................... 0 0
----------- -----------
Net cash provided (used in) investing activities ......... 0 (408,972)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Par value of stock issued for no consideration ........... 0 0
Increase in notes payable ................................ 0 0
Principal payments on long and short term debt ........... 0 0
----------- -----------
Net cash provided (used in) financing activities ......... 0 0
----------- -----------
NET INCREASE (DECREASE) IN CASH .......................... 0 68
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD ............ 0 (68)
----------- -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD .................. $ 0 $ 0
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
GBS COM-TECH CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
SHARES PAID IN ACCUMULATED
ISSUED AMOUNT CAPITAL DEFICIT TOTAL
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance,
December 31, 1995 4,878,000 48,780 1,686,146 (2,143,966) (409,040)
Net income,
December 31, 1996 -- -- -- 409,040 409,040
----------- ---------- ---------- ---------- ----------
Balance,
December 31, 1996 . 4,878,000 48,780 1,686,146 (1,734,926) 0
----------- ---------- ---------- ---------- ----------
Balance,
December 31, 1997 . 4,878,000 48,780 1,686,146 (1,734,926 0
=========== ========== ========== ========== ==========
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
<PAGE>
GBS COM-TECH CORPORATION.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of GBS Com-Tech
Corporation and are not consolidated with any other subsidiary or affiliated
entities.
CASH AND CASH EQUIVALENTS
The Company maintains its cash, when in existence, in demand deposit accounts.
All cash is available to operations without restriction. The Company considers
all highly liquid investments with a maturity of three months of less, when
purchased, to be "cash equivalents".
INVENTORY PRICING
Inventory values are stated at the lower of cost (first-in, first-out-FIFO) or
market.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are carried at cost. Expenditures for replacements are
capitalized, and the replaced items are retired. Maintenance and repairs are
charged to operations. Gains and losses from the sale of fixed assets are
included in other income. Depreciation is calculated on a straight-line basis
utilizing U.S. Internal Revenue Service estimated lives.
EARNINGS PER SHARE
Earnings per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to expense as incurred.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company reviews its bad debts policy on an ongoing basis and makes changes
to allowances for doubtful accounts should the necessity arise.
<PAGE>
GBS COM-TECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Cost of the master franchise and directorship fees paid are amortized using the
straight-line method of amortization as follows:
Franchises: 10 Years
Directorships 10 Years
Organization costs are amortized over five years using the straight-line method.
METHOD OF ACCOUNTING
The Company reports the results of its operations using the accrual method of
accounting of both financial and income tax purposes. Under this method, income
is recognized when earned and expenses are deducted when incurred. The
accounting policies of the Company are in accordance with generally accepted
accounting principles and conform to the standards applicable to development
stage companies.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
INCOME TAXES
The Company has no taxable income to date; therefore, no provision for federal
or state taxes has been made. The Company may have a net operating loss
carryforward at December 31, 1997. No tax assets have been recognized due to the
uncertainty of future recovery for tax purposes.
COMPUTATION OF NET LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
Earnings Per Share. The Company has reflected the provisions of SFAS No. 128 in
the accompanying consolidated financial statements for all periods presented.
SFAS 128 replaces the presentation of primary Earnings Per Share ("EPS") with a
presentation of basic EPS, which excludes dilution and is computed by dividing
income or loss available to common shareholders by the weighted average number
of common shares outstanding for the period. The Statement also requires
<PAGE>
GBS COM-TECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COMPUTATION OF NET LOSS PER SHARE, CONTINUED
the dual presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures. During the period
presented, the Company did not have a complex capital structure.
NOTE 2 - BUSINESS PURPOSE, ORGANIZATION AND ACQUISITIONS
The Company was formed as Drillstar International Corp., on March 9, 1987, in
the State of Delaware, to engage in the business of marketing specially designed
footwear for marching band and drum and bugle corps. On June 18, 1993, the
Company changed its name to Mobile Service International Corp. On November 8,
1995, the Company changed its name to International Communications &
Technologies Corp. On May 13, 1997, the Company changed its name to GBS COM-TECH
CORPORATION.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the current period the Company's former accounting firm Grant-Schwartz
Associates, CPA resigned as accountants for the Company, due to retirement
considerations. The Company has since engaged Holyfield Associates, CPA, P.A. to
become their accountants of record as stated in Form 8-K.
As of said date there were no disagreements regarding the application of
accounting principles or financial statement presentation matters with GBS
COM-TECH CORPORATION in connection with the examination of the December 31, 1997
financial statements.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS COMPLIANCE WITH SEC 16(A) OF THE EXCHANGE ACT
The following table sets forth, as of the date of the Report, certain
information with regard to the executive officers and directors of the Company.
All directors hold office until the next annual meeting of shareholders and the
election and qualification of their successors.
NAME AGE OFFICE HELD
Chief G. B. Shonekan 49 Chairman,President-Director
Mr. Walter V. Troxel 50 Executive Vice Pres., CFO,
Director
Ms. Darlene A. Whitetree 59 Senior Vice Pres., Secretary,
Director
Mrs. C. Bolanle Shonekan 38 Vice President, Director
ITEM 10. EXECUTIVE COMPENSATION
There was no cash compensation paid or accrued by the Company to or on behalf of
any and all of the executive officers of the Company for the fiscal year ended
December 31, 1997.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: June 18, 1999 GBS COM-TECH CORPORATION
________________________________
/s/ Chief G. Bolanle Shonekan
By: Chief G. Bolanle Shonekan
Chairman of the Board and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 48,780
<OTHER-SE> (48,780)
<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> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
