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 calendar year ended December 31, 1999
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 033-20344-LA
------------
O. T. S. HOLDINGS, INC.
-----------------------
(Name of Small Business Issuer in its Charter)
COLORADO 84-1077242
- ------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3046 E. Brighton Place
Salt Lake City, Utah 84121
-----------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 201- 7635
4535 West Sahara, Suite 105-13B
Las Vegas, Nevada 89102
----------------------
(Former name and 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: None.
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 calendar year:
December 31, 1999 - $0.00
For the Exhibit Index, see Part III, Item 13.
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.
March 6, 2000 - $700. There are approximately 46,631 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "established market" for shares of common stock of
the Registrant, so the Registrant has arbitrarily valued these shares on the
basis of the present low bid price for these shares on the OTC Bulletin Board
of the NASD.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
The Issuer filed bankruptcy proceedings on April 23, 1997, which were
dismissed on December 23, 1999, by a No Asset Report of the Trustee. No other
material action was taken during the pendency of these proceedings. See Part
I, Item 3.
(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:
March 6, 2000
Common - 184,497
Preferred - 331,950
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
See Part III, Item 13
Transitional Small Business Issuer Format Yes X No ___
PART I
Item 1. Description of Business.
------------------------
Business Development.
- --------------------
O. T. S. Holdings, Inc., a Colorado corporation (the "Company" or "OTS"),
was incorporated under the laws of the State of Colorado under the name "Vates
Corp." on August 15, 1986. Name changes were effected to (i) "Graystone
Ventures, Inc." on January 4, 1988; (ii) "American Jet Holdings, Inc." on
December 18, 1989; and (iii) "O. T. S. Holdings, Inc." on June 6, 1991.
There have been three reverse splits of the outstanding securities of the
Company since its inception. The only reverse split effected by the Company
during the past two years was effected on March 2, 2000, amounting to a 100
for one reverse split, while retaining the current authorized shares, with
appropriate adjustments to the capital accounts of the Company. All
computations herein take into account all reverse splits and recapitalizations
of the Company's common stock.
During 1988, the Company conducted a public offering of a portion of its
securities pursuant to a Registration Statement on Form S-18 filed with the
Securities and Exchange Commission and a related Prospectus. The offering was
completed in 1989. This Registration Statement is incorporated herein by
reference. See Part III, Item 13.
The last revenues produced by the Company were during the year ended
December 31, 1995, from the sale of specialty food products by its then
wholly-owned subsidiary, All Pure Foods, Inc., a Nevada corporation ("All Pure
Foods"). These operations ceased in 1995, and this subsidiary was abandoned.
The Company recommenced its developmental stage in calendar 1996.
OTS filed bankruptcy proceedings on April 23, 1997, which were dismissed
without any formal proceedings on the No Asset Report of the Trustee on
December 23, 1999.
Mark Meriwether, the current sole director and executive officer of the
Company, acquired approximately 13,786,590 shares of the Company's outstanding
voting securities, representing approximately 75% of all voting securities
which were issued and outstanding. See the 8-K Current Report of the Company
dated January 6, 2000, which has been previously filed with the Securities and
Exchange Commission and is incorporated herein by reference. See Part III,
Item 13.
On February 18, 2000, the Company, pursuant to a tentative Agreement and
Plan of Reorganization (the "Tentative Agreement") between the Company and
Thin Battery, Inc., a Nevada corporation ("Thin Battery"), agreed to issue
15,000,000 post-split shares or an amount of securities to represent not less
than approximately 90% of the post-Tentative Agreement outstanding shares of
the Company, following a reverse split of the outstanding securities of the
Company of 100 for one, while retaining the present authorized capital, with
appropriate adjustments to the stated capital accounts of the Company.
Thin Battery has been in research and development for many years
developing micro type batteries with a thickness less than 20un. Thin Battery
has rights to more than 12 patents in the thin film area and has developed
many proprietary-manufacturing processes. There are numerous applications for
products including medical implant devices, consumer electronic devices,
laptop computers and various military, government and aerospace applications.
Business.
- ---------
The Company intends to negotiate the completion of this Tentative
Agreement and thereafter develop and market the "Thin Film Battery" and
related patents which comprise the material assets underlying this Tentative
Agreement.
If and until these negotiations are completed, the Company will not be in
a position to finalize its business plan and funding requirements for the
coming year. If finalized, an 8-K Current Report will be filed with the
Securities and Exchange Commission which will provide in detail the Company's
business plan and all material aspects of its intentions respecting the Thin
Film Battery, including, but not limited to a description of related patents,
research and development that will be anticipated, marketing methods and
similar information that would have been required in this Report had the
Tentative Agreement been finalized prior to December 31, 1999.
Thin Battery has been in research and development for many years
developing micro type batteries with a thickness less than 20un. Thin Battery
has rights to more than 12 patents in the thin film area and has developed
many proprietary-manufacturing processes. There are numerous applications for
products including medical implant devices, consumer electronic devices,
laptop computers and various military, government and aerospace applications.
Item 2. Description of Property.
- ---------------------------------
The Company has no facilities or leased offices; presently, the principal
executive offices and telephone number of the Company are those of its
President, Mark Meriwether, which are provided at no cost.
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. A
portion of the present liabilities of the Company, the satisfaction of which
is now being negotiated, is represented by a judgment rendered against the
Company.
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.
The Company filed bankruptcy proceedings in the United States District
Court, Central District of California, Los Angeles Division, styled as
Bankruptcy No. SV-97-14756KL on April 23, 1997; on the filing of a No Asset
Report by the Trustee on December 23, 1999, the bankruptcy petition was
dismissed, without any formal proceedings having been conducted.
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 two calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------
Market Information.
- -------------------
There has never been any "established trading market" for shares of
common stock of the Company. The common stock of the Company is presently
quoted on the OTC Bulletin Board of the NASD on a nominal basis, as reflected
below. 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
members of management or others may have a substantial adverse impact on any
such public market. 50,880 of the current outstanding shares of the Company
which are designated as "restricted securities" have presently satisfied the
required holding period under Rule 144.
The range of high and low bid quotations for the Company's common stock
during the each quarter of the year ended December 31, 1998 and each quarter
of the calendar year ended December 31, 1999, is shown below. Prices are
inter-dealer quotations as reported by the NASD and do not necessarily
reflect transactions, retail markups, mark downs or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS*
BID
Quarter ended: High Low
- -------------- ---- ---
<S> <C> <C>
March 31, 1998 .02 .02
June 30, 1998 .02 .005
September 30, 1998 .005 .005
December 31, 1998 .005 .005
March 31, 1999 .005 .005
June 30, 1999 .02 .005
September 30, 1999 .021 .01
December 31, 1999 .0125 .01
</TABLE>
* The future sale of presently outstanding "unregistered" and
"restricted" common stock of the Company by present members of
management and others may have an adverse effect on any market
that may develop in the shares of common stock of the Company.
Holders.
- --------
The number of record holders of the Company's common stock as of
the calendar year ended December 31, 1999, was approximately 347; this number
does not include an indeterminate number of stockholders whose shares are held
by brokers in street name. As of March 8, 2000, there were approximately 349
stockholders.
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 last revenues produced by the Company were during the year ended
December 31, 1995, from the sale of specialty food products by its then
wholly-owned subsidiary, All Pure Foods, Inc., a Nevada corporation ("All Pure
Foods"). These operations ceased in 1995, and this subsidiary was abandoned.
The Company recommenced its developmental stage in calendar 1996.
OTS filed bankruptcy proceedings on April 23, 1997, which were dismissed
without any formal proceedings on the No Asset Report of the Trustee on
December 23, 1999.
On February 18, 2000, the Company, pursuant to a tentative Agreement and
Plan of Reorganization (the "Tentative Agreement") between the Company and
Thin Battery, Inc., a Nevada corporation ("Thin Battery"), agreed to issue
15,000,000 post-split shares or an amount of securities to represent not less
than approximately 90% of the post-Tentative Agreement outstanding shares of
the Company, following a reverse split of the outstanding securities of the
Company of 100 for one, while retaining the present authorized capital, with
appropriate adjustments to the stated capital accounts of the Company. The
Company intends to negotiate the completion of this Tentative Agreement and
thereafter develop and market the "Thin Film Battery" and related patents
which comprise the material assets underlying this Tentative Agreement. See
Part III, Item 13.
If and until these negotiations are completed, the Company will not be in
a position to finalize its business plan and funding requirements for the
coming year.
Results of Operations.
- ----------------------
The Company had no revenues or operations during fiscal 1999 or 1998,
with accrued expenses of $31,347 for interest in each year, resulting in
losses in these amounts for each of these years.
Cash assets were nil, with marketable securities valued at $8,000. These
securities were transferred to a related party in 2000 for cancellation of
debt.
Total liabilities were $1,773,119 for fiscal 1999.
Liquidity.
- ----------
The Company had no cash or liquid resources during fiscal 1998 or 1999.
Item 7. Financial Statements.
- -----------------------------
For the years ended December 31, 1999 and 1998.
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statement of Changes in Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
<PAGE>
O.T.S. HOLDINGS, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1999
<PAGE>
Andersen Andersen & Strong, L.C. [letterhead]
Board of Directors
O.T.S. Holdings, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of O.T.S. Holdings, Inc.
(development stage company) at December 31, 1999 and the related statement of
operations, stockholders' equity, and cash flows for the years ended December
31, 1999 and 1998 and the period from January 1, 1996 (date of inception of
development stage) to December 31, 1999. 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 balance sheet
presentation. We believe that our audits provide 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 O.T.S. Holdings, Inc. at
December 31, 1999, and the results of operations, and cash flows for the
years ended December 31, 1999 and 1998 and the period from January 1, 1996
(date of inception of development stage) to December 31, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 6. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/Andersen Andersen & Strong
March 6 , 2000
Salt Lake City, Utah
<PAGE>
<TABLE>
O.T.S. HOLDINGS, INC.
BALANCE SHEET
December 31, 1999
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ -
Total Current Assets -
OTHER ASSETS
Securities - available for sale - Note 3 8,000
$ 8,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $1,376,486
Accrued interest payable - preferred stock 396,713
Total Current Liabilities 1,773,199
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.10 par value;
331,950 issued and outstanding 33,195
Common stock
100,000,000 shares authorized at no par value;
72,697 issued and outstanding 1,288,094
Capital in excess of par value 4,155,910
Accumulated deficit - Note 1 (7,242,398)
Total Stockholders' Equity (1,765,199)
$ 8,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
O.T.S. HOLDINGS INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999 and 1998
and the Period January 1, 1996
(date of inception of development stage) to December 31, 1999
<CAPTION>
Period
Dec 31, Dec 31, Jan 1, 1996
1999 1998 to Dec 31, 1999
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES 31,347 31,347 314,036
NET LOSS - before other income
and losses (31,347) (31,347) (314,036)
OTHER INCOME AND LOSSES
Loss of assets - - (4,608,767)
NET PROFIT (LOSS) $ (31,347) $ (31,347) $ (4,922,803)
NET PROFIT (LOSS) PER COMMON
SHARE
Basic $ (0.43) $ (0.43)
Diluted $ (0.08) $ (0.08)
AVERAGE OUTSTANDING
SHARES
Basic 72,697 72,697
Diluted 404,647 404,647
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
O.T.S. HOLDINGS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period January 1, 1996 (date of inception of development stage) to
December 31, 1999
<CAPTION>
Preferred Stock Common Stock Excess of Accumulated
Shares Amount Shares Amount Par Value Deficit
<S> <C> <C> <C> <C> <C> <C>
Balance
January 1, 1996 331,950 $ 33,195 67,714 $1,267,161 $4,155,910 $(2,319,595)
Issuance of
common stock
for services at
$4.20-1996 - - 4,983 20,933 - -
Net operating
loss for the year
ended December 31,
1996 - - - - - (4,748,837)
Net operating loss
for the year ended
December 31, 1997 - - - - - (111,272)
Net operating loss
for the year ended
December 31, 1998 - - - - - (31,347)
Net operating loss
for the year ended
December 31, 1999 - - - - - (31,347)
Balance
December 31, 1999 331,950 $33,195 72,697 $1,288,094 $4,155,910 $(7,242,398)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
O.T.S. HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999 and 1998
and the period January 1, 1996 (date of inception of development stage) to
December 31, 1999
<CAPTION>
Period
Dec 31, Dec 31, Jan 1, 1996
1999 1998 to Dec 31, 1999
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $ (31,347) $ (31,347) $ (4,922,803)
Adjustments to reconcile
net loss to net cash
provided by operating
activities
Change in accounts payable 31,347 31,347 293,103
Issuance of common stock
for expenses - - 20,933
Loss of assets - - 4,608,767
Net Cash From (Used)
in Operations - - -
CASH FLOWS FROM INVESTING
ACTIVITIES
- - -
CASH FLOWS FROM FINANCING
ACTIVITIES
- - -
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
Cash at End of Period $ - $ - $ -
NON CASH OPERATING ACTIVITIES
Issuance of 4,983 shares common stock for services - 1996 $ 20,933
</TABLE>
The accompanying notes are an integral part of these financial statements.
O.T.S. HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,00,000 shares with no par value and authorized preferred stock of
10,000,000 shares with a par value of $0.10. On January 4, 1988, the name was
changed to "Graystone Ventures, Inc.", and on December 18, 1989 to "American
Jet Holdings, Inc." On June 6, 1991, the name was changed to "O.T.S. Holdings,
Inc."
Since inception, the Company has completed several acquisitions in
connection with three reverse stock splits resulting in its present
capitalization.
This report has been prepared reflecting these after stock split shares from
inception.
After 1995 the Company ceased all operations, lost its remaining assets, and
became inactive and is considered to be in the development stage after that
date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On December 31, 1999, the Company had a net operating loss carry forward of
$7,242,398. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and there has been a substantial change in
its stockholders. The loss carryover expires in the years from 2001 through
2020.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Financial Instruments
The carrying amounts of financial instruments, including the securities and
the accounts payable, are considered by management to be their estimated fair
values.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock splits.
Diluted net income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding as if
shares had been issued on the exercise of the preferred share rights.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
December 31, 1999.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. SECURITIES - AVAILABLE FOR SALE
Securities available for sale consisted of 8,660,000 shares of CEC. The
amount shown in the balance sheet is considered by management to be its fair
market value on December 31, 1999. During January 2000, the stock was traded
to a related party for the assumption of debt.
4. RELATED PARTY TRANSACTIONS
Related parties will have acquired 75% of the common stock issued by the
Company after the events shown in note 7.
5. BANKRUPTCY
On April 23, 1997 the Company entered a petition in bankruptcy to clear its
debt, however, on December 23, 1999, the court terminated the petition with
no action because of a no asset report by the trustee.
6. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.
There can be no assurance that they may be successful in this effort.
7. SUBSEQUENT EVENTS
During January and February 2000 the Company authorized the issuance of
112,000 common shares for cash of $25,000 and services, 43,925 common shares
for the redemption of 331,950 shares of preferred stock, 1,515,924 common
shares for the settlement of $1,765,232 in debt.
On February 18, 2000, the Company, pursuant to a tentative Agreement and Plan
of Reorganization between the Company, and Thin Battery, Inc., a Nevada
corporation, agreed to issue 15,000,000 post split shares, or an amount of
securities to represent not less than approximately 90% of the post tentative
agreement outstanding shares of the Company, following the reverse spit of the
outstanding stock (note 1) of the Company of 100 for one while retaining the
present authorized capital, with appropriate adjustments to the stated capital
accounts of the Company.
<PAGE>
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 two most recent
calendar years or any interim period. Due to the Company's lack of
significant business operations since approximately 1995, present management
deemed it to be in the best interests of the Company to appoint a new
independent accountant to audit its financial statements. Accordingly, the
Board of Directors unanimously resolved to retain the services of Andersen,
Andersen & Strong, L.C., Certified Public Accountants in January, 2000, to
audit the financial statements of the Company including this Report.
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 calendar years ending December 31,
1999 and 1998, and to the date hereof, and the period or periods during which
each such director or executive officer served in his respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ----------- ----------- --------------
Mark Meriwether President 1/6/97 *
and Director
Secretary/
Treasurer
Gerald Levine President 1990 1/6/00
Director
Marie Levine Secretary/Treasurer 1990 1/6/00
* 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 is scheduled in accordance with the
direction of the Board of Directors. The annual meeting of the Board of
Directors immediately follows the annual meeting of stockholders, at which
officers for the coming year are elected.
Business Experience.
- --------------------
Mark Meriwether. Mr. Meriwether is 43 years of age, and for the past
five years, his principal occupation has involved providing services to public
and private companies in the areas of corporate restructuring and
reorganizations, mergers and funding as an independent contractor.
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;
(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.
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10% stockholders are not required to make
filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
- -------------------------------
Cash Compensation.
- ------------------
The following table sets forth the aggregate executive
compensation paid by the Company for services rendered during the periods
indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other All
principal periods Annual Restricted Option/ LTIP Other
position Ended $ $ Compen- Stock SAR's Payouts Compen-
Salary Bonus sation Awards$ # $ sation
- ------------------------------------------------------------------------------
Mark 12/31/98 0 0 0 0 0 0 0
Meriwether 12/31/99 0 0 0 0 0 0 0
President
Sec'y/
Treasurer
Director
Gerald 12/31/98 0 0 0 0 0 0 0
Levine 12/31/99 0 0 0 0 0 0 0
President
and Director
Marie Levine 12/31/98 0 0 0 0 0 0 0
Sec'y/ 12/31/99 0 0 0 0 0 0 0
Treasurer
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1999, or 1998, or the period ending on the
date of this Report. 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 calendar year or
the previous two calendar 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 share holdings of those persons
who own more than 5% of the Company's common stock as of December 31, 1999,
and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/99 Currently
- ---------------- -------- ---------
Mark Meriwether -0- 137,865 - 75%
3046 East Brighton Place
Salt Lake City, Utah 84121
Gerald and Marie Levine 18,332 - 25% -0-
3945 East Patrick Lane, #D
Las Vegas, Nevada 89120
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1999, and to the
date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/99 Currently
- ---------------- -------- ---------
Mark Meriwether -0- 137,865 - 75%
3046 East Brighton Place
Salt Lake City, Utah 84121
Gerald and Marie Levine 18,332- 25% -0-
3945 East Patrick Lane, #D
Las Vegas, Nevada 89120
Changes in Control.
- -------------------
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 below under Part I, Item 1, 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 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 5% 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 under the heading "Transactions with
Management and Others" above, 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 5% 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 under the heading "Transactions with
Management and Others" above, 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 5% 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 under the heading "Transactions with
Management and Others" above, 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.
- --------------------
8-K Current Report dated January 6, 2000.**
Exhibits:
Agreement dated January 6, 2000,
between the Company, Gerald Levine,
Marie A. Levine, Wire To Wire, Inc.,
dba WWW Consulting, an entity controlled
by Mr. and Mrs. Levine, and Mark
Meriwether, the current sole director
and executive officer of the Company
Exhibit
Exhibits* Number
Number -------
- ------
(i)
Tentative Agreement and Plan of 10.1
Reorganization between the Company
and Thin Battery dated February 18,
2000
Financial Data Schedule. 27
(ii) Where Incorporated
In This Report
------------------
Registration Statement on Form S-18.** Part I, Item 1
* 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.
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, hereunto duly authorized.
O. T. S. HOLDINGS, INC.
Date: 3/8/00 By/s/Mark Meriwether
Mark Meriwether, President and Director
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:
O. T. S. HOLDINGS, INC.
Date: 3/8/00 By/s/Mark Meriwether
Mark Meriwether, President and Director
Preliminary Plan and Agreement of Reorganization
By Exchange By OTS HOLDINGS, INC. ,
A Colorado Corporation
Of its voting stock for Stock in and of
THIN FILM BATTERY, INC.,
a Nevada Corporation
OTS HOLDINGS, INC., a Colorado corporation (hereafter "OTS") with a
trading symbol "OTSH", and THIN FILM BATTERY, INC., a Nevada corporation,
(hereinafter "Thin Film") hereby enter into the following Preliminary Plan and
Agreement of Reorganization, in contemplation of the drafting, presentation,
execution and delivery of a formal Plan and Agreement of Reorganization
containing other and additional terms not inconsistent with the following
preliminary provisions.
Article I
Plan Adopted
Section 1.01: Plan of Reorganization.
A plan of reorganization of OTS and Thin Film is hereby adopted as
follows:
a. Thin Film will cause to be conveyed to OTS One hundred percent
(100%) of the issued and outstanding shares of Thin Film, pursuant to
the terms and conditions hereinafter set forth.
b. In exchange for the shares transferred by Thin Film to OTS
pursuant to this agreement, OTS will cause to be issued and delivered to
Thin Film Fifteen Million (15,000,000) common shares of OTS, of No Par
Value value which will, on the date they are issued, constitute
approximately eighty-nine and nine-tenths percent (89.58%) of the
16,744,272 common shares of OTS which will then be outstanding. The
said common stock of OTS shall, when issued, be validly authorized and
issued, fully paid and non-assessable.
Closing Date
Section 1.02:
Subject to the conditions set forth in the Formal Plan and Agreement of
Reorganization to be drafted, presented, executed and delivered hereafter,
said Formal Plan and Agreement of Reorganization shall be closed and
consummated by the officers of OTS on or before March 1, 2000.
Article II
Covenants, Representations, and Warranties of OTS
2.01: Further Representations.
The Formal Plan and Agreement of Reorganization shall contain usual provisions
related to OTS regarding the legal status, authorized capital, legal status,
financial condition, authority to enter into the agreement, lack of pending
litigation, claims or administrative actions, absence of employment or
employee benefit agreements or contracts with unions, other material
contracts, taxes and related matters, all of which shall suffice to establish
that OTS is presently an inactive business entity without substantial assets
or liabilities.
2.02. Capital of OTS.
OTS is authorized to issue 100,000,000 common shares of No Par Value. There
will, at closing, be 1,744,272 shares thereof outstanding in the hands of
approximately 330 registered owners. OTS warrants that there will immediately
after the closing of this agreement, be not more than Sixteen Million, Six
Hundred Eighty-four Thousand (16,744,272) of its common shares outstanding.
There are no contracts, options, warrants, compensation plans or other
documents requiring the issuance of further shares of OTS. There are no
securities convertible into common stock of OTS.
2.03. Securities to be Issued
The shares of OTS to be issued pursuant to this agreement are of No Par Value
and will, upon approval by the stockholders of OTS, have equal voting rights
as all other shares of OTS outstanding. Thin Film hereby acknowledges that
the OTS shares to be issued to them hereunder will not, when issued, have been
registered under either the Securities Act of 1933 or under the Securities Act
of any state; but are being issued in reliance on the exemption from federal
regulation provided by Section 4(2) of the Securities Act of 1933 for
transactions not involving any public offering and from state registration by
applicable private offering or isolated transaction exemptions. In connection
therewith, Thin Film acknowledges, warrants, and represents as follows:
a. It has received and reviewed, as to OTS, preliminary and unaudited
consolidated pro forma financial statements of OTS which accurately
present the financial status of OTS as of their date.
b. Thin Film is of sufficient business experience to evaluate this
transaction and is financially able to bear the risk of their investment
in OTS common shares, including the fact that OTS is now, and has been
an inactive publicly held "shell"corporation which has divested itself
of all its business assets and active business operations, and which is
not presently conducting any active business.
c. Thin Film is purchasing OTS's shares for its own account, for
purposes of investment and not with a view to distribution, except such
transactions as it may deem appropriate to place the OTS shares in the
hands of the stockholders of Thin Film.
d. Thin Film consents to the placement on each certificate representing
its shares of OTS of a standard form investment legend stating that the
shares are not registered under the Securities Act of 1993 and cannot be
sold, hypothecated, or transferred without registration or under an
appropriate exemption from registration. Thin Film acknowledges its
familiarity with Securities and Exchange Commission Rule 144, that the
shares to be issued to it pursuant hereto are "restricted securities" as
defined by that Rule, and that the OTS shares which will be issued to it
hereunder will be subject to the resale limitations imposed by that
Rule. Thin Film further concedes that OTS has not represented, directly
or indirectly, that the exemption from registration provided by Section
4(1) of the Securities Act of 1933, or Rule 144, will ever be available
to exempt resale of its OTS shares.
e. Thin Film hereby consents to the placement of "stop-transfer"
instructions as to all shares issued to it hereunder and agrees to
procure consent to such instructions from any persons to whom it may
transfer any of the shares issued to it pursuant hereto..
Article III
Access to Business Records of OTS Pending the Closing
Section 3.01:
OTS will afford Thin Film, the Thin Film or either of their accredited
representatives, pending closing, full access during normal business hours to
all properties, books, accounts, contracts, commitments, and records of every
kind of OTS.
Section 3.02:
In addition, OTS will permit Thin Film or Thin Film to make extracts or copies
of all such documents and to supply such additional information or material as
may be reasonably necessary to fully inform Thin Film and the Thin Film of the
condition of OTS. All such information shall be held in confidence.
Article IV
Covenants, Representations, and Warranties of Thin Film
2.01: Further Representations.
The Formal Plan and Agreement of Reorganization shall contain usual provisions
related to Thin Film regarding the legal status, authorized capital, legal
status, financial condition, authority to enter into the agreement, lack of
pending litigation, claims or administrative actions, absence of employment or
employee benefit agreements or contracts with unions, other material
contracts, taxes and related matters, all of which shall be true and accurate
on the date they are made.
Legal Status
Section 4.01:
Thin Film is a corporation duly organized existing, and in good standing under
the state of Nevada, with legal authority to enter into this transaction.
Corporate Approval
Section 4.02:
Thin Film warrants that it has taken all corporate actions and duly adopted
all resolutions required by its charters and by-laws to permit its officers to
enter into this transaction as its authorized agents.
Material Contracts
Section 4.03:
Except as shall have been disclosed to OTS in writing prior to the closing,
Thin Film is not, and at the closing date will not be a party to, or bound by
any material, oral, or written contract for the employment of any officer or
employee or commitment for any special bonus, compensation or severance pay;
or any pension, profit-sharing, retirement, or stock purchase plan with its
employees or others; or any contract with any labor union.
Litigation
Section 4.05:
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Thin
Film in any court or regulatory agency which would bar or infringe the
conveyance contemplated hereby or the value of the Thin Film shares conveyed
hereunder.
Taxes
Section 4.06:
Thin Film does not owe any state, federal, or local taxes, and has filed all
tax returns required to be filed by it.
Article V
Conduct of Business of Thin Film Pending the Closing
Section 5.01:
Thin Film shall be entitled to conduct its regular and ordinary business
pending the closing.
Miscellaneous
Section 6.01: Notices.
Any notice or other communications required hereby shall be deemed delivered
when deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
respective corporate and individual parties hereto as set forth on Exhibit 2
hereto.
Section 6.02: Entire Agreement Counterparts.
This instrument and the exhibits and schedules hereto contain the entire
agreement of the parties. It may be executed in any number of counterparts,
each of which shall be deemed original, but such counterparts together
constitute only one and the same instrument.
Section 6.03: Controlling Law.
The validity, interpretation of terms and performance of this agreement shall
be governed by and constructed under the laws of Nevada.
<PAGE>
WHEREFORE, we have set our hands hereto this Plan and Agreement of
Exchange on this 18th day of February, 2000.
Date: OTS HOLDINGS, INC.
(OTS)
2/18/2000
By:/s/Mark Meriwether
President
Date: THIN FILM BATTERY, INC.
(Thin Film)
2/18/2000
By:/s/Robert Pasquaye
President
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