<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, OR
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
Commission file number: (33-20323)
Mighty Power U.S.A., Inc. (formerly Seven Oaks Farms, Ltd.)
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2224643
- ----------------------------------- ----------
(State of Incorporation) (Tax ID No.)
9202 W. Royal Lane, Irving, Texas 75063
------------------------------------------------------------
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code: 972-929-2900
------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the past 12 months and (2) has been subject to such filing requirement
for the past 90 days.
X YES NO
--- ---
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1995:
$ -0-
Shares of common stock outstanding at March 19, 1996:
25,000,000
<PAGE> 2
ITEM 1 BUSINESS.
The Registrant recruits and sells nutritional health products and home
and automotive products through a network marketing sales plan. The nutritional
products account for over ninety percent of the sales.
The Registrant believes that network marketing or "direct marketing"
is the method by which a large percentage of consumer goods will be sold by the
year 2000 and this view is supported by expert prognosticators. A number of
factors contribute to the Registrant's ability to recruit sales associates: a)
information technology is replacing many employees; b) America is in a major
corporate downsizing mode; c) Many workers displaced by the foregoing have
little formal education to enable them to make lateral moves in the work force;
and d) there are many people who are looking for freedom from corporate
control through opportunities that require little seed capital with significant
return potential.
History
The Registrant was organized February 12, 1988, as a Delaware
corporation under the name Jason Ray Corporation. The Registrant was organized
for the purpose of distributing its stock to its parent corporation,
Quasar-Tech, Inc. and combining with a privately held business.
In February 1988, the Registrant issued 500,000 shares of its $0.001
par value common stock to its parent company for cash. The Registrant issued an
additional 500,000 shares of its common stock to its officers for services.
On July 1, 1988, the Registrant changed its name to Seven Oaks, Ltd.
and acquired Creekwood Petroleum Corporation, a Texas Corporation
("Creekwood"). The Registrant issued 9,000,000 shares of its common stock in a
business combination accounted for as a purchase. Creekwood, a development
stage enterprise, was engaged in the development and training of horses to be
used for racing purposes. The primary assets after the acquisition were race
horses and related equipment in the fair value amount of $700,925.
The Registrant was dormant from 1991 through October 1995.
Effective November 1, 1995, the Registrant merged with Mighty Power
USA, Inc. (Mighty Power) an Oklahoma corporation in the development stage.
Mighty Power provided health and food supplements through a multi-level
marketing network. In accordance with the merger, the Registrant effected a
reverse split of its common stock on the basis of one share for each two shares
outstanding. The Registrant then issued 20,000,000 shares of its $0.001 par
value restricted common stock for all 10,000 outstanding shares of Mighty Power
common stock. The acquisition of Mighty Power by Seven Oaks was accounted for
as a reverse merger.
The Registrant amended its articles of incorporation to change its
name to Mighty Power USA, Inc., authorize 50,000,000 shares of $0.001 par value
common stock, and authorize 20,000,000 shares of $0.10 par value preferred
stock with voting rights and convertible into common stock of the Registrant.
Capital Stock
The Registrant has 50,000,000 shares of $0.001 par value common stock
authorized. There
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<PAGE> 3
are 25,000,000 shares outstanding.
The Registrant has 20,000,000 shares of $0.10 par value preferred
stock authorized. The preferred stock is convertible into common stock upon
terms to be designated by the Board of Directors. There are zero preferred
shares outstanding.
ITEM 2. PROPERTIES
The Registrant's principal place of business is 9202 W. Royal Lane,
Irving, Texas 75063.
ITEM 3. LEGAL PROCEEDINGS
In 1993 a suit was brought against the Company alleging amounts due
for legal fees. The Company believes the suit is frivolous. The Company and its
legal counsel believe the likelihood of loss to the Company is remote. However,
the Company intends to vigorously defend itself against this suit if it is
pursued.
The officers and directors certify that to the best of their
knowledge, neither the Registrant nor any of its officers or directors are
parties to any legal proceedings or litigation other than those listed above.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 22, 1995 the shareholders voted to approve:
a) a reverse split of the Registrant's outstanding common stock by a factor of
1 for 2.
b) the amendment of the articles of incorporation of the Registrant to
authorize 20,000,000 shares of preferred stock, par value $0.10, with voting
rights and convertible into common stock of the Registrant.
c) the issuance of 20,000,000 shares of common stock of the Registrant for
100% of the outstanding stock of Mighty Power USA, Inc. (10,000 shares), an
Oklahoma corporation in the development stage.
d) the amendment of the Articles of Incorporation of the Registrant to
increase the authorized number of common stock to 50,000,000.
e) to change the name of the Registrant from Seven Oaks Farms, Ltd. to Mighty
Power USA, Inc.
f) new directors of the Registrant
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<PAGE> 4
PART II.
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a. Market Information.
The Registrant's stock is not currently traded; therefore no high or
low bids are recited herein.
b. Holders.
There are approximately two hundred fifty shareholders.
c. Dividends
Registrant has not paid a dividend to the holders of its common stock
and does not anticipate paying dividends in the near future.
e. Warrants
Registrant has no warrants outstanding.
ITEM 6 SELECTED FINANCIAL DATA
No selected financial data of the Registrant is included in columnar
format since the current period reported is the only year with activity in the
last five years.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
During the fiscal year ended December 31, 1994 and the first ten months of the
year ended December 31, 1995, the Registrant had no operations. However, Mighty
Power USA, Inc., the Oklahoma corporation which merged with the Registrant
engaged in the purchasing of assets preparing for its business of marketing
nutritional and other products, from the date of inception, August 31, 1995,
through the date of the merger. This activity consisted solely of purchasing
certain assets from various entities which were subsequently transferred to the
Registrant at the time of the merger, a listing of which is provided in the
section titled Liquidity.
On November 1, 1995 the Registrant effected a stock sale and a merger/purchase
of assets which gave it a foundation for operations in the last two months of
the year ended December 31, 1995. All operating results for those two months as
shown in the accompanying financial statements compare favorably with the prior
year since there was no activity the prior year. Sales for the last two months
of the year ended December 31, 1995 were $211,091 with a net loss of $46,046.
The
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<PAGE> 5
operating loss was due to expenses during the merger and reorganization of the
Registrant and the level of sales being insufficient to cover expenses.
Upon the merger, the Registrant received a distributor base of approximately
3,000 sales associates paying annual renewal fees, of which the Registrant knew
or believed that not all were 'active', that is, ordering products on a regular
basis; approximately 2,400 (80%) were active. By the end of 1995 the
Registrant's active number of sales associates had increased to approximately
2,800.
There have been no economic events or changes that have affected the sales or
income/loss from operations of the Registrant and there are no economic trends
or uncertainties that the Registrant expects will have a material impact on net
sales, revenue, or income from operations. The Registrant believes it has
purchased its products at the best price and any increase in price paid for
these will be small. Any price increases would be passed on to the consumers.
In addition, the Registrant at this time does not believe that inflation will
have a material impact one way or another on the results of operations.
There are no newly issued accounting standards which will affect the financial
statements of the Registrant.
LIQUIDITY AND CAPITAL RESOURCES:
Liquidity
The Registrant was dormant prior to the merger effective on November 1, 1995.
For the fiscal year ended December 31, 1994 and the first ten months of fiscal
year 1995, there were no operations and therefore no liquidity issues. At the
time the Registrant effected the merger on November 1, 1995, assets and a plan
were introduced which provided a foundation for operations. The newly merged
assets created a liquidity and cash flow through the sale of health products
which are distributed through a network marketing sales organization.
The nature of the business of the Registrant is such that inventory is required
to be on hand for shipments but cannot be stockpiled for long periods of time
because of the limited shelf life. The necessity for having an inventory on
hand also causes the Registrant to tie up large amounts of its liquid resources
in inventory. This is not an uncommon situation and will continue until sales
level off or until the inventory on hand is sufficient to cover sales during
the lead time on replacing the inventory.
The Registrant has no material expenses outside of normal operating expenses
and cost of goods which will affect the liquidity in the short term (one year).
There are no off balance sheet financing items. There are no material
commitments outside of inventory. The ability of the Registrant to continue its
growth directly affects the continuing sales and the certainty of the resulting
cash flow. There are no factors that indicate that the growth the Registrant is
experiencing will not continue.
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Upon the merger the Registrant received the following in exchange for 20,000,000
shares of stock:
<TABLE>
<S> <C>
Subscription receivable $ 4,000
Furniture and equipment 8,640
Inventory 56,101
Distributor Base 47,265
Long-Term Debt (112,006)
</TABLE>
There was a net loss from operations of $46,046 and an increase in cash of
$1,667. These amounts were accumulated in the two months since the merger on
November 1, 1995.
Operating activities: the Registrant had only $1,979 in non-cash
expense (depreciation and amortization). Therefore the loss was
financed by: a) an increase in trade accounts receivable of $8,764; a
decrease in inventory of $20,898; an increase in current/other
liabilities of $50,150. These changes carried the Registrant through
the initial period while absorbing start up costs and costs associated
with the merger. Many of these costs are non recurring.
Capital Resources
The Registrant had no capital resources during the year ended December 31,
1994, and that continued until the merger on November 1, 1995.
At the time of the merger, the Registrant gained a revenue stream from sales of
its products which is the only capital resource that it has, but also inherited
a long term note payable, more specifically, a two year balloon note of
$112,006, which helped finance the assets received in the merger. The
Registrant paid $19,983 principal on this note in by December 31, 1995.
There were no stock offerings during that period and none are currently
planned. The Registrant believes that it can continue to grow internally from
cash flow from operations.
There were no plans or requirements for purchase of capital items during either
of the fiscal years presented. The Registrant does not foresee any material
capital purchase in the coming fiscal year. In the Registrant's business most
sales are paid for at the time of, or before, delivery. Therefore there are
minimal bad debts (which arise from NSF checks) and the cash flow of the
Registrant is not based upon waiting thirty days or more for payment, and so
the cash flow follows sales more closely. The Registrant has a thirty day
guarantee for product replacement; the amount of returns was negligible for the
two months ended December 31, 1995 (less than one half of one percent) and
historically for these types of products the return rate is very low.
There are no known favorable or unfavorable trends in the Registrant's capital
resources, that might affect its capital resources. Although the Registrant
believes it can fund operations internally, a significant cash infusion would
speed the process of sales growth. At present, there are no plans for an
offering and no offers of capital infusion.
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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountant is attached hereto.
ITEM 9 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
The Board of Directors engaged John S. Osborn, P.C. as auditor for the
Registrant.
PART III.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following persons serve as directors and officers of Registrant:
<TABLE>
<S> <C>
Dr. Forrest E. Watson Chief Executive Officer and
Chairman of the Board
R. Leon York President and Director
Lawrence H. Manire Director
Connie Marwitz Secretary
</TABLE>
ITEM 11 EXECUTIVE COMPENSATION
The following compensation has been paid or accrued to the officers of
the Registrant during the period ended December 31, 1995 (two months):
<TABLE>
<S> <C>
R. Leon York $5,000
Connie Marwitz $4,000
</TABLE>
The Registrant has no retirement or stock option or bonus plan.
7
<PAGE> 8
M 12 SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
Set forth below is the direct ownership of Registrant's common Stock
by management and any owner of 5% or more of Stock of Registrant.
<TABLE>
<CAPTION>
% of
Title of Name and address Amount of shares class
of owner owned
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Connie Dian Marwitz (1) 7,106,002 28.4%
Stanwyck Trust
First Fidelity Trust, Ltd., Trustee
2695 Villa Creek #100
Dallas, Texas 75234
Common Dr. Forrest E. Watson (1) 8,128,503 32.5%
Forum Trust
First Fidelity Trust, Ltd., Trustee
2695 Villa Creek #100
Dallas, Texas 75234
Common Employee & Associates (2)
Profit Sharing Plan 2,000,000 8.0%
- -------------------------------------------------------------------------------------------------------------------------
Common All Officers, Directors & 17,234,505 68.9%
Beneficial Holders as a Group
</TABLE>
(1) Beneficial owners through the above named trusts.
(2) The principals put 2,000,000 of their stock in a segregated plan to use as
an incentive for employees and sales associates based upon certain performance
criteria. The criteria and method of awarding the stock has not been finalized.
The profit sharing plan is a non-qualified plan.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective November 1, 1995, the Registrant merged with Mighty Power
USA, Inc. (Mighty Power) an Oklahoma corporation in the development stage.
Mighty Power provides health and food supplements through a multi-level
marketing network. In accordance with the merger, the Registrant effected a
reverse split of its common stock on the basis of one share for each two shares
outstanding. The Registrant then issued 20,000,000 shares of its $0.001 par
value restricted common stock for all 10,000 outstanding shares of Mighty Power
common stock. The business combination was accounted for by the purchase method
of accounting.
Upon completion of the above merger, Stanwyck Trust, Ltd. and Forum
Trust became the largest shareholders of the Registrant.
8
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PART IV.
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
Included in Part II, Item 8 of this report:
Accountant's Report
Balance Sheet - December 31, 1995, and 1994
Statement of Revenues and Expenses for the Year End
December 31, 1995, 1994 and 1993
Statement of Cash Flows for Year End
December 31, 1995, 1994 and 1993
Notes to Financial Statements for Year Ended
December 31, 1995, 1994 and 1993
(b) The following reports on Form 8-K were filed for the Registrant
during 1994:
Form 8-K dated November 30, 1995.
(c) The Registrant is not filing any exhibits.
(d) This section not applicable to the Registrant.
9
<PAGE> 10
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.
Mighty Power USA, Inc.
Registrant
By: /s/ LEON YORK
--------------------------
Leon York
Its: President
Date: April 10, 1997
Pursuant to the requirements to the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ LEON YORK President April 10, 1997
- --------------------------
Leon York
/s/ CONNIE MARWITZ Secretary April 10, 1997
- --------------------------
Connie Marwitz
</TABLE>
10
<PAGE> 11
[J. S. OSBORN, P.C. LETTERHEAD]
==========================
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Mighty Power USA, Inc. (formerly Seven Oaks Farms, Ltd.)
Dallas, Texas
We have audited the accompanying balance sheets of Mighty Power USA, Inc. (a
Delaware corporation formerly known as Seven Oaks Farms, Ltd.) as of December
31, 1995 and 1994 and the related statements of operations, stockholders'
deficit, and cash flows for each of the three years ended December 31, 1995.
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 audits.
We conducted our audits 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, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of Mighty
Power USA, Inc. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
/s/ J. S. OSBORN, P. C.
- -----------------------
J. S. Osborn, P. C.
Dallas, Texas
February 15, 1996
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<PAGE> 12
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
BALANCE SHEETS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS: 1995 1994
--------- ---------
<S> <C> <C>
Cash $ 1,667 $ 0
Accounts Receivable 8,764 0
Subscription Receivable-related party 1,500 0
Inventory 35,203 0
--------- ---------
Total Current Assets 47,134 0
EQUIPMENT:
Furniture 3,200 0
Equipment 5,440
Less: Accumulated Depreciation (337) 0
--------- ---------
Total Equipment 8,303 0
OTHER ASSETS:
Distributor Base ($47,265 net of amort. $1,575) 45,690 0
--------- ---------
Total Other Assets 45,690 0
--------- ---------
TOTAL ASSETS $ 101,127 $ 0
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 29,656 $ 0
Other payables 19,102 0
Accrued Interest and Other 1,392 0
--------- ---------
Total Current Liabilities 50,150 0
LONG-TERM LIABILITIES:
Lont term debt 92,023 0
--------- ---------
Total Long-term Liabilities 92,023 0
COMMITMENT AND CONTINGENCY (Note D):
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.10 par value; 20,000,000
shares authorized; no shares issued 0 0
Common stock, $0.001 par value; 50,000,000
shares authorized; 25,000,000
shares issued and outstanding 25,000 25,000
Additional paid-in capital (20,000) (25,000)
Accumulated deficit (46,046) 0
--------- ---------
Total Stockholders' Deficit (41,046) 0
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 101,127 $ 0
========= =========
</TABLE>
See accompanying notes.
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MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
REVENUE:
Sales $ 211,091 $ 0 $ 0
------------ ------------ ------------
Total Revenue 211,091 0 0
COST OF GOODS SOLD:
Purchases 65,782 0 0
------------ ------------ ------------
Cost of Goods Sold 65,782 0 0
GROSS MARGIN: 145,309 0 0
SELLING EXPENSES:
Associates Fees 15,570 0 0
Commissions 93,000 0 0
Other selling expenses 4,137 0 0
------------ ------------ ------------
Total Selling Expenses 112,707 0 0
OPERATING EXPENSE:
Amortization 1,576 0 0
Depreciation 337 0 0
Interest Expense 1,909 0 0
Legal and accounting 4,016 0 0
General and Administrative 70,811 0 0
------------ ------------ ------------
Total Operating Expense 78,649 0 0
------------ ------------ ------------
NET LOSS: ($ 46,046) $ 0 $ 0
============ ============ ============
Weighted average shares outstanding 25,000,000 25,000,000 25,000,000
============ ============ ============
LOSS PER SHARE: ($ 0.00) $ 0.00 $ 0.00
============ ============ ============
</TABLE>
See accompanying notes.
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<PAGE> 14
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
STATEMENTS OF STOCKHOLDERS' EQUITY
AND ACCUMULATED DEFICIT For the
Three Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Common
----------------------- Paid in Accumulated
Shares Amount Capital Deficit
---------- ------- -------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 10,000,000 $10,000 $(10,000) $ 0
Adjustment for 1-for-2
reverse stock split 10/31/95 (5,000,000) (5,000) 5,000
Effect of reverse merger 10/31/95 20,000,000 20,000 (20,000)
Net loss 0
---------- ------- -------- --------
Balance, December 31, 1993 25,000,000 $25,000 $(25,000) $ 0
Net loss $ 0
---------- ------- -------- --------
Balance, December 31, 1994 25,000,000 $25,000 $(25,000) $ 0
Donated capital 4,000
Contributed services 1,000
Net loss (46,046)
---------- ------- -------- --------
Balance, December 31, 1995 25,000,000 $25,000 $(20,000) $(46,046)
========== ======= ======== ========
</TABLE>
See accompanying notes.
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<PAGE> 15
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(46,046) $ 0 $ 0
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization 1,575 0 0
Depreciation 337 0 0
Contributed services 1,000
Changes in working capital:
(Increase) decrease in
Accounts receivable (8,764) 0 0
Inventory 20,898 0 0
Increase (decrease) in
Accounts payable 29,656 0 0
Other payables 19,102
Accrued Interest and Other 1,392 0 0
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES: 19,150 0 0
CASH FLOWS FROM INVESTING ACTIVITIES:
0 0 0
-------- -------- --------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES: 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on subscriptions
receivable - related party 2,500 0 0
Payments on long term debt (19,983) 0 0
-------- -------- --------
NET CASH (USED)
BY FINANCING ACTIVITIES: (17,483) 0 0
-------- -------- --------
NET INCREASE (DECREASE) IN CASH: 1,667 0 0
CASH AT BEGINNING OF YEAR: 0 0 0
-------- -------- --------
CASH AT END OF YEAR: $ 1,667 $ 0 $ 0
======== ======== ========
</TABLE>
See accompanying notes.
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<PAGE> 16
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994, and 1993
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW AND NON-CASH ACTIVITIES
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
CASH FLOW INFORMATION:
Interest paid $ 517 $ 0 $ 0
======== ======== ========
NON-CASH INVESTING ACTIVITIES
Acquisition of inventory $ 56,101 $ 0 $ 0
Acquisition of equipment 8,640 0 0
Acquisition of distributor base 47,265 0 0
-------- -------- --------
Total 112,006 0 0
======== ======== ========
NON-CASH FINANCING ACTIVITIES
Common stock issued for:
Services related party $ 1,000 $ 0 $ 0
Long-term debt 112,006 0 0
-------- -------- --------
Total 113,006 0 0
======== ======== ========
</TABLE>
See accompanying notes.
6
<PAGE> 17
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
History:
The Company was organized February 12, 1988, as a Delaware corporation under
the name Jason Ray Corporation. The Company was organized for the purpose of
combining with a privately held enterprise.
On July 1, 1988, the Company's name was changed to Seven Oaks Farms, Ltd.
The Company was dormant from 1991 through October 1995.
Effective November 1, 1995 the Company merged with Mighty Power USA, Inc.
(Mighty Power), an Oklahoma corporation in the development stage. Mighty Power
planned to provide health and food supplements through a multi-level marketing
network. In accordance with the merger, the Company effected a reverse split
of its common stock on the basis of one share for each two shares outstanding.
The Company then issued restricted common stock for all outstanding shares of
Mighty Power common stock.
The Company amended its articles of incorporation to change its name to Mighty
Power USA Inc., authorize 50,000,000 shares of $0.001 par value common stock,
and authorize 20,000,000 shares of $0.10 par value preferred stock with voting
rights and convertible into common stock of the Company.
The Company recruits distributors and sells nutritional health products and
vehicle and home cleaning products through a network marketing sales plan.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in accordance with generally accepted accounting
principles. Receipts are recorded as income in the period in which they are
earned and expenses are recognized in the period in which the related liability
is incurred.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
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<PAGE> 18
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
Loss per Share:
Net loss applicable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year.
Inventory:
The Company values its inventory using the first in first out method of
accounting.
Furniture and Equipment:
Furniture and Equipment is stated at cost and is depreciated over the estimated
useful lives of the assets using the straight-line method. Upon retirement or
disposal, the asset cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is included in the determination of
net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Expenditures which significantly increase value or extend useful
asset lives are capitalized.
Distributor Base:
The distributor base is carried at cost and consists of approximately 3,000
individuals or other entities holding a renewable annual license to market
health and food supplements and certain automotive products. The cost of the
Distributor Base is amortized over sixty months using the straight-line method.
Long-Lived Assets
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from these estimates.
Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment.
Revenue Recognition:
Revenues are recognized when distributors pay for a renewable annual license
and when product is shipped from inventory to distributors. The license held by
each distributor provides for the right to sell the Company's products and
receive a commission for each sale. Generally, products are shipped
immediately after payment is received.
8
<PAGE> 19
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
Income Tax:
The Company is subject to the greater of federal income taxes computed under
the regular system or the alternative minimum tax system.
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income tax. No
deferred tax asset has been recognized for the operating loss carryforward as
it is more likely than not that all or a portion of the net operating loss will
not be realized and any valuation allowance would reduce the benefit to zero.
NOTE B - LONG TERM DEBT:
The Company incurred an indebtedness for the purchase of inventory, furniture
and equipment and distributor base from another company formerly owned by
current owners and management of the Company.
The note in the original amount of $112,006 bears interest at 12% per annum.
Interest is payable quarterly with the principal and any accrued interest due
in one payment on October 31, 1997. The note is secured by the inventory,
furniture and equipment, and distributor base of the Company. The holder of
the note is prohibited from recruiting any of the distributors from the
Company's distributor base.
Minimum note payment schedule is as follows:
<TABLE>
<CAPTION>
Principal Interest Total
--------- -------- -----
<S> <C> <C> <C>
December 31, 1996 -0- 11,073 11,073
October 31, 1997 92,023 9,197 101,220
</TABLE>
NOTE C - STOCKHOLDERS' DEFICIT:
The Company is authorized to issue 20,000,000 shares of preferred stock with a
par value of $0.10. There are no preferred shares issued and outstanding. The
Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. There are 25,000,000 common shares issued and
outstanding as of December 31, 1995.
9
<PAGE> 20
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE D - COMMITMENT AND CONTINGENCY:
Commitment
The Company is provided its data processing services by an outside service
bureau. This is a two year contract beginning on November 1, 1995. The Company
agrees to pay a monthly fee equal to the bureau's cost plus 5% for these
services. No amount has been billed and no accrual has been determined for
1995 and no amount can be determined for future periods.
Contingency
In 1993 a suit was brought against the Company alleging amounts due for legal
fees. The Company's management and legal counsel believe the suit is frivolous
and the likelihood of any loss to the Company is remote. However, the Company
intends to vigorously defend itself against this suit if it is pursued.
NOTE E - WARRANTIES AND GUARANTEES:
The Company offers a full replacement warranty to its distributors. No
provision or accrual has been made since there is no history of significant
replacements.
NOTE F - INCOME TAX:
The Company has losses to carry forward totaling approximately $46,000
available to offset its future income tax liability.
No deferred tax asset has been recognized for the operating loss carryforward
as it is more likely than not that all or a portion of the net operating loss
will not be realized and any valuation allowance would reduce the benefit to
zero.
NOTE G - RELATED PARTY TRANSACTIONS:
The Company has a subscription receivable from a related party. The balance of
this receivable is $1,500 as of December 31, 1995.
10
<PAGE> 21
MIGHTY POWER USA, INC.
(formerly Seven Oaks Farms, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE H - MERGER:
The Company entered into a plan and agreement of merger with Mighty Power with
an effective date of November 1, 1995. Mighty Power's date of inception was
August 31, 1995 and had no sales until November 1995. In accordance with the
merger, the Company effected a reverse split of its common stock on the basis
of one share for each two shares outstanding. The Company then issued
20,000,000 shares of $0.001 par value restricted common stock for all 10,000
outstanding common shares of Mighty Power. Immediately following the merger
Seven Oaks Farms, Ltd. changed its name to Mighty Power USA, Inc.
The acquisition of Mighty Power by Seven Oaks was accounted for as a reverse
merger. Under the reverse acquisition, Mighty Power was effectively the
acquiror of Seven Oaks. Consequently, the accompanying financial statements
are those of Mighty Power for all periods presented. Mighty Power's capital
accounts were retroactively adjusted as of December 31, 1993 to reflect the
common stock issued as a result of the acquisition.
During 1995 officers of the Company contributed services valued at $1,000 and
there was also $4,000 of cash contributed to the Company.
11
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,667
<SECURITIES> 0
<RECEIVABLES> 10,264
<ALLOWANCES> 0
<INVENTORY> 35,203
<CURRENT-ASSETS> 47,134
<PP&E> 8,640
<DEPRECIATION> 337
<TOTAL-ASSETS> 101,127
<CURRENT-LIABILITIES> 50,150
<BONDS> 0
0
0
<COMMON> 25,000
<OTHER-SE> (66,046)
<TOTAL-LIABILITY-AND-EQUITY> (41,046)
<SALES> 211,091
<TOTAL-REVENUES> 211,091
<CGS> 65,782
<TOTAL-COSTS> 178,489
<OTHER-EXPENSES> 75,560
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,909
<INCOME-PRETAX> (46,046)
<INCOME-TAX> 0
<INCOME-CONTINUING> (46,046)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,046)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
