U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from: _____ to _____
Commission file number: 33-21508
LORD ABBOTT, INC.
(Name of small business issuer in its Charter)
Colorado 35-3574355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identfication No.)
13215 Braun Road, Golden, Colorado 80401
(Address of principal executive offices, including zip code)
(303) 477-3455
(Issuer's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the 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.
Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant 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. [X]
The Issuer's revenues for its most recent fiscal year were $ -0-.
As of June 1, 1996 512,000,000 shares of common stock, no par value, were
outstanding.
To the best of management's knowledge, no purchasers or sales of the issuer's
voting stock have occurred, and no market price for such stock has been
quoted, in the past 60 days. As a result, the issuer is unable to compute
the aggregate market value of the voting stock held by non-affiliates by
reference to the price at which the stock was sold, or to the average bid
and asked prices of such stock, as of a specified date within the past 60
days.
DOCUMENTS INCORPORATED BY REFERENCE: Registration Statement 33-21508, as
amended, is incorporated into Part IV of this Report.
Transitional Small Business Disclosure Format (check one): Yes __ No X
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Lord Abbott, Inc. (the "Company") was formed under the laws of the State
of Colorado on August 15, 1986 under the name Februum, Inc. On April 12, 1988,
the Company changed its name to Lord Abbott, Inc.
The Company was originally formed for the primary purpose of seeking out
acquisitions of properties, businesses or merger candidates, without
limitation as to the nature of the business operations or geographic area of
the acquisition candidate. From inception through the date of completion of
its initial public offering of securities, the Company's activities were
directed toward the acquisition of operating capital.
The Company sold 30,000 Units at $10.00 (each unit consisting of one
thousand shares of the Company's no par value common stock, and one hundred
common stock purchase warrants exercisable at $.02) in its initial public
offering which was closed in August 1988 and the approximate net proceeds
received was $240,000.00. The warrants included in the Units have expired.
In October 1988, the Company signed a Letter of Intent to acquire the
outstanding stock of Good Hope Resources, Inc. subject to the acquisition of
financing to continue the development of certain coal properties in Venezuela.
As part of the Letter of Intent the Company advanced $ 100,000.00 as a loan to
Good Hope with the personal guarantee of Mr. Orin Atkins. In late 1991 Mr.
Atkins filed personal bankruptcy and the Company has abandoned any hope of
recovering anything from the loan.
The Company subsequently entered into a transaction with Platinum
Productions, Inc. Platinum was a start-up company arranging a series of five
concert events to be presented on a pay-per-view basis through the cable
television industry. The Company advanced $60,000 to Platinum as part of an
anticipated merger dated November 24, 1992. Platinum has ceased operations
and the Company has been forced to write off this investment.
The Company is currently seeking other potential mergers and hopes to
finalize a business transaction in the near future. (See "Management's
Discussion and Analysis or Plan of Operations").
COMPETITION
The Company will remain a minor participant among the firms which engage
in seeking business opportunities. There are many other established firms with
significantly greater capitalization and greater access to business
opportunities. In view of the Company's combined limited financial resources
and limited managerial experience, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
EMPLOYEES
The Company currently has no employees. While all of the Company's
Officers and Directors have prior business experience which the Company
considers to bevaluable, none of the Company's Officers or Directors has
sufficient experience to be considered an expert in the field.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company currently maintains an office at 13215 Braun Road, Golden,
Colorado 80401, for which it pays no rent.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which it is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 1996.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) MARKET INFORMATION. The Company's Common Stock is traded on the
over-the-counter market. The following table sets forth the range for high
and low bid prices of the Company's securities for the periods indicated as
reported by the NASD's Electronic Bulletin board. These prices are believed
to be representative inter-dealer quotations and do not include retail mark-
ups, mark-downs, or other fees or commissions, and may not necessarily
represent actual transactions.
BID
QUARTER ENDED HIGH LOW
December 31, 1994 $0.0 $0.0
March 31, 1995 $0.0 $0.0
June 30, 1995 $0.0 $0.0
September 30, 1995 $0.0 $0.0
December 31, 1995 $0.0 $0.0
March 31, 1996 $0.001 $0.0
(b) HOLDERS.
As of May 5, 1996, the Company had approximately 300 beneficial
holders of record. This does not include shareholders who hold stock in their
accounts at their broker/dealers.
(c) DIVIDENDS. Holders of common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors. No
dividends have been paid with respect to the Company's common stock and no
dividends are anticipated to be paid in the foreseeable future. It is the
present policy of the Board of Directors to retain all earnings to provide
for the growth of the Company. Payment of cash dividends in the future will
depend, among other things, upon the Company's future earnings, requirements
for capital improvements and financial condition.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
During the fiscal year ended March 31, 1996, and since completing its
public offering, the Company has engaged in no significant operations other
than the search for, and identification and evaluation of, possible
acquisition candidates. No revenues were received by the Company during the
fiscal year. The Company experienced a net loss of ($22,607) during the
fiscal year ended March 31, 1996, which was primarily the result of the
consultant's expense of $18,000 paid to the Company's President.
For the remainder of the current fiscal year, the Company anticipates
losses similar in magnitude to those experienced historically. Should the
Company intensify its search for an acquisition candidate, however, losses
are likely to accrue at a greater rate than experienced historically. The
Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues other than interest
income, and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
As of March 31, 1996, the Company had no material commitments for capital
expenditures.
On March 28, 1995 the Company sold 460,000,000 shares of its restricted
common stock to Mr. Moldenhauer for $10,000 which amount was paid on March 31,
1995. The purpose of these funds was to provide limited operating capital to
allow the Company to actively pursue a business opportunity. Mr. Moldenhauer
has agreed that if the Company is successful and it finds a business
opportunity within one year, then he will offer to surrender these
460,000,000 shares to the Company for the payment of $10,000; and if the
transaction with Datalink below is closed Mr. Moldenhauer will abide by this
agreement.
Due to the Company's extremely limited capital resources, the Company's
ability to continue in operation is significantly in doubt.
On May 31, 1996 the Company signed a Letter of Intent to acquire all of
the issued and outstanding shares of Datalink Systems Corporation. Datalink
is a private wireless information services company based in Los Gatos,
California. In conjunction with this possible acquisition the Company has
called a shareholders meeting on June 14, 1996 to approve a name change to
Datalink Systems Corporation, a one for 300 reverse stock split and the
reincorporation of the Company to the state of Nevada. If the acquisition is
successful there will be approximately 17,500,000 shares issued and
outstanding after the close.
ITEM 7. FINANCIAL STATEMENTS.
Reference is made to the attached financial statements, pages F-1 through
F-10.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
DISCLOSURE.
The Company changed its auditors from Doran Peck, C.P.A. P.C. to Davis &
Co., CPA's, P.C. There are no disagreements with either auditors.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Executive Officers of the Company are as follows:
NAME AGE POSITIONS HELD AND TENURE
Mark Moldenhauer 42 President, Treasurer, Director and CFO
since
August 15, 1986
Jules Wurzel 66 Director, Secretary since March 20, 1993
Thomas Johnson 55 Director since March 20, 1993
There is no family relationship between any Director or Officer of the
Company. The Company presently has no audit, compensation or nominating
committee.
All Directors hold office until the next Annual Meeting of Shareholders.
Officers of the Company are elected annually by, and serve at the
discretion of, the Board of Directors.
The following sets forth biographical information as to the business
experience of each officer and director of the Company for at least the past
five years.
MARK MOLDENHAUER - PRESIDENT, TREASURER AND A DIRECTOR. Mr. Moldenhauer
has served as the President, Treasurer and as a Director of the Company since
August 15, 1986. Mr. Moldenhauer presently holds various positions with other
public and private companies. He is President, Treasurer and a Director of
West Africa Minerals Corporation and Secretary of Mediconsult.com, Inc.
From July, 1984 until present he has served as President, Secretary,
Treasurer and a Director of numerous other public companies. From 1976 until
1979, he was employed as a certified public accountant by Peat, Marwick,
Mitchell & Co. Mr. Moldenhauer received a Bachelor of Arts Degree in
political science from the University of Arkansas in 1975 and a Masters
degree in Accounting from the University of Arkansas in 1976. Mr.
Moldenhauer will devote whatever time is reasonably necessary to fulfill his
duties as an Officer and Director of the Company.
JULES LEE WURZEL - SECRETARY AND DIRECTOR. Mr. Wurzel is retired and has
significant business experience in mergers and acquisitions. Mr. Wurzel
serves on the Board of directors of other public Companies.
THOMAS JOHNSON - DIRECTOR. Mr. Johnson has significant experience in the
cable industry. He is currently retired and devotes his time to the
management of his investments.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of Forms 3 and 4 furnished to the Company during
its most recent fiscal year, no persons who were either a director, officer,
beneficial owner of more than 10% of the Company's common stock, failed to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
No executive officer received compensation in excess of $100,000 for the
fiscal years ended March 31, 1996, 1995 or 1994. The Company currently pays
MRM Consultants, Inc. a fee of $1,500 per month. MRM Consultants, Inc. is an
entity controlled by Mr. Moldenhauer.
COMPENSATION OF DIRECTORS
Directors do not receive any fees for Board meetings they attend but are
entitled to be reimbursed for reasonable expenses incurred in attending such
meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of June 1, 1996, the stock ownership
of each person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, each Officer and Director
individually, and all Directors and Officers of the Company as a group.
Except as noted, each person has sole voting and investment power with
respect to the shares shown.
AMOUNT AND
NAME AND ADDRESS NATURE OF BENE- PERCENT
OF BENEFICIAL OWNERS FICIAL OWNERSHIP OF CLASS
Mark R. Moldenhauer 460,000,000 90.0%
13215 Braun Road
Golden, CO 80401
Jules Lee Wurzel 675,000 1.0%
3100 South Monroe
Denver, CO 80210
Thomas Johnson 2,648,900 0.5%
1537 Shooting Star Drive
Golden, CO 80401
All Directors and Officers 463,232,900 91.5%
as a Group (3 persons)
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS.
EXHBIIT
NUMBER DESCRIPTION LOCATION
3.1 Articles of Incorporation, Incorporated by reference to Exhibit 3
as amended to the Company's Form S-18 Registration
Statement (No. 33-21508)
3.2 Bylaws Incorporated by reference to Exhibit 3
to the Company's Form S-18 Registration
Statement (No. 33-21508)
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
fourth quarter of the year ended March 31, 1996. However, a Current Report on
Form 8-K dated June 10, 1996 was filed by the Company on June 14, 1996
reporting a change in accountants.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Lord Abbott, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Lord Abbott, Inc. at March
31, 1996 and the related statements of changes in stockholders' equity,
operations and cash flows for the year ended March 31, 1996 and for the
period from inception (August 15, 1986) to March 31, 1996. 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 Lord Abbott, Inc. at March
31, 1996 and the results of its operations and its cash flows for the year
ended March 31, 1996 and for the period from inception (August 15, 1986) to
March 31, 1996 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has minimal
capital resources presently available to meet obligations which normally can
be expected to be incurred by similar companies and has an accumulated
deficit of ($275,126) at March 31, 1996. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are discussed in Note 2. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
By /s/ Davis & Co., CPAs, P.C.
Davis & Co., CPAs, P.C.
Certified Public Accountants
Englewood, Colorado
May 29, 1996 except for Note 6
which is dated May 31, 1996
DORAN PECK, C.P.A., P.C.
2121 South Oneida Street, Suite 636
Denver, Colorado 80224
Bus. 303/758-1796 FAX 303/758-1825
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Lord Abbott, Inc.
(A Development Stage Company)
Golden, Colorado
We have audited the accompanying statements of operations, stockholders'
equity and cash flows of Lord Abbott, Inc. (A Development Stage Company) for
the year ended March 31, 1995 and for the period from inception (August 15,
1986) to March 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 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 results of operations and cash flows of Lord
Abbott, Inc. (A Development Stage Company) for the year ended March 31, 1995
and for the period from inception (August 15, 1986) to March 31, 1995, in
conformity with generally accepted accounting principles.
By /s/ Doran Peck, C.P.A., P.C.
DORAN PECK, C.P.A., P.C.
Certified Public Accountants
May 12, 1995
LORD ABBOTT, INC.
(A Development Stage Company)
Balance Sheet
March 31, 1996
ASSETS
Current asset
Cash and cash equivalents $ 4,360
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable - trade $ 92
Accrued expense payable to officer 18,000
18,092
Contingency and commitment (Notes 2 and 6)
Stockholders' equity (deficit)
Preferred stock, $.10 par value per
share; 10,000,000 shares authorized
and no shares issued
Common stock, no par value per share;
700,000,000 shares authorized; 512,000,000
shares issued and outstanding at
March 31, 1996 261,394
Deficit accumulated during the development stage (275,126)
(13,732)
$ 4,360
The accompanying notes are an integral part of this statement.
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period From Inception (August 15, 1986) to March 31, 1989
And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996
Deficit
accumulated Total
during de- stock-
Common stock velopment holders'
Shares Amount stage equity
(as restated)
Shares issued as of August 15, 1986
for cash of $.00224 per share to:
Officer and director 18,000,000 $ 134 $ $ 134
Related party 1,000,000 8 8
Other 1,000,000 8 8
Shares issued:
To an officer/director on 3/9/88
for cash of $.001 per share 200,000 200 200
Shares issued to an unrelated
party for cash of $.00333 per
share 1,800,000 6,000 6,000
Pursuant to a public offering
completed on 8/11/88 net of
offering costs of $55,006 30,000,000 244,994 244,994
Shares issued in exchange for a
rental contribution 50 50
Net loss for the period from
inception (August 15, 1986) to
March 31, 1989 (16,070) (16,070)
Balance at March 31, 1989 52,000,000 251,394 (16,070) 235,324
Net loss for the year ended
March 31, 1990 (117,129) (117,129)
Balance at March 31, 1990 52,000,000 251,394 (133,199) 118,195
Net loss for the year ended
March 31, 1991 (17,620) (17,620)
Balance at March 31, 1991 52,000,000 251,394 (150,819) 100,575
Net loss for the year ended
March 31, 1992 (20,720) (20,720)
Balance at March 31, 1992 52,000,000 251,394 (171,539) 79,855
Net loss for the year ended
March 31, 1993 (79,049) (79,049)
Balance at March 31, 1993 52,000,000 251,394 (250,588) 806
The accompanying notes are an integral part of this statement.
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit) (Continued)
For the Period From Inception (August 15, 1986) to March 31, 1989
And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996
Deficit
accumulated Total
during de- stock-
Common stock velopment holders'
Shares Amount stage equity
(as restated)
Net loss for the year ended
March 31, 1994 (507) (507)
Balance at March 31, 1994 52,000,000 251,394 (251,095) 299
Shares issued to officer on
March 29, 1995 for cash of
$.0000217 per share 460,000,000 10,000 10,000
Net loss for the year ended
March 31, 1995 (1,407) (1,407)
Balance at March 31, 1995 512,000,000 261,394 (252,502) 8,892
Net loss for the year ended
March 31, 1996 (22,624) (22,624)
Balance at March 31, 1996 512,000,000 $ 261,394 $ (275,126)$ (13,732)
The accompanying notes are an integral part of this statement.
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Operations
For the period
from inception
For the year ended (August 15,
ended March 31, 1986) to
1996 1995 March 31, 1996
Interest income $ -- $ -- $ 28,868
Expenses
Consulting fees to officer 18,000 101,500
Bad debts 160,000
Fees and licenses 776 1,097 3,079
Travel and meals 8,611
Rent 2,250 14,183
Legal 676 6,460
Other general and
administrative 922 310 10,161
22,624 (1,407) 303,994
Net loss $ (22,624) $ (1,407) $ (275,126)
Weighted average number
of shares 512,000,000 55,780,822 93,974,958
Net loss per common share,
as retroactively adjusted
for forward split (Note 6) $ (--) $ (--) $ (.003)
The accompanying notes are an integral part of this statement.
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period
from inception
For the year ended (August 15,
ended March 31, 1986) to
1996 1995 March 31, 1996
Cash flow from operating
activities:
Net loss $(22,624) $ (1,407) $(275,126)
Noncash items included
in the net loss
Bad debts 160,000
Capital contribution in
exchange for rent 50
Changes in assets and
liabilities:
Increase (decrease)
in accounts payable - trade 17 (550) 92
Increase (decrease) in
accrued expenses to officer 18,000 18,000
Net cash (used) by
operating activities (4,607) (1,957) (96,984)
Cash flow from investing
activities:
(Issuance) collection of
notes receivable
Investment in unrelated
entity (160,000)
Net cash provided (used)
by investing activities (160,000)
Cash flow from financing
activities:
Proceeds from sale of common
stock 10,000 316,350
Costs related to public
offering (55,006)
Net cash provided by
financing activities 10,000 261,344
Increase (decrease) in cash (4,607) (8,043) 4,360
Cash, beginning of period 8,967 924
Cash, end of period $ 4,360 $ 8,967 $ 4,360
The accompanying notes are an integral part of this statement.
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies are as follows:
a. ORGANIZATION
Lord Abbott, Inc. (the "Company") was incorporated as Februum, Inc. under the
laws of the State of Colorado on August 15, 1986. On March 21, 1988, the
Company amended its Articles of Incorporation to change its name to Lord
Abbott, Inc. The Company is in the development stage as more fully defined
in Statement No. 7 of the Financial Accounting Standards Board. Planned
principal operations of the Company have not yet commenced, and activities
to date have been limited to its formation, obtaining initial capitalization,
the completion of a public offering of its common stock, and limited
investments and loans. Prior to the completion of the Company's public
offering, the activity of the Company was limited to its formation and the
issuance of 22,000,000 shares of its common stock. The Company intends to
seek, investigate and, if such investigation warrants, acquire an interest
in business opportunities presented to it by persons who or firms which
desire to employ the Company's funds in their business or seek the perceived
advantages of a publicly held corporation.
b. CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, cash and cash equivalents consist
of demand deposits in banks. Cash equivalents are carried at cost which
approximates market.
c. INCOME TAXES
The Company has made no provision for income taxes because of financial
statement and tax losses since its inception. As of March 31, 1996, the
Company has net operating loss carryforwards available for income tax
purposes as follows:
Fiscal Year
of Expiration Amount
2004 $ 16,100
2005 117,100
2006 17,600
2007 20,700
2008 79,000
2009 500
2010 1,400
2011 4,700
$257,100
(Continued)
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
d. NET LOSS PER COMMON SHARE
The net loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding. For purposes of
computing the weighted average number of shares, all stock issued prior to the
public offering is considered to be "cheap stock" as defined in SEC Staff
Accounting Bulletin 4D and is therefore counted as outstanding for the entire
period.
e. 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.
f. RECLASSIFICATIONS
Certain reclassifications have been made to the March 31, 1995 financial
statements to conform to the March 31, 1996 presentation.
NOTE 2: GOING CONCERN CONTINGENCY
The Company has minimal capital resources presently available to meet
obligations which normally can be expected to be incurred by similar
companies, and has an accumulated deficit of $(275,126) at March 31, 1996.
These factors raise substantial doubt about the Company's ability to continue
as a going concern. In order to begin any significant operations, the
Company will have to pursue other sources of capital, such as additional
equity financing or debt financing. There is no assurance that the Company
will be able to obtain such financing. The financial statements, herein, do
not include any adjustments that might result from the outcome of this
uncertainty.
NOTE 3: PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of preferred stock with a
$.10 par value. The preferred stock may be issued by the Board of Directors
in one or more series. The Board shall determine the distinguishing features
of each, including preferences, rights and restrictions, by resolution upon the
establishment of such series.
NOTE 4: COMMON STOCK
a. COMPLETION OF PUBLIC OFFERING
On August 11, 1988, the Company completed a public offering of its common
stock. A total of 30,000 units were sold at $10 per unit resulting in net
offering proceeds of $244,994 after deducting offering costs of $55,006.
(Continued)
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
b. INCENTIVE STOCK OPTION PLAN
On August 15, 1986, the Company's Board of Directors authorized an Incentive
Stock Option Plan and have reserved 10,000,000 shares of the Company's no par
common stock for key employees. The Board of Directors is authorized to
determine the exercise price, the time period, the number of shares subject to
the option and the identity of those receiving the options. No stock options
have been granted pursuant to the plan.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company entered into an oral agreement with the President of the Company
committing to use office space provided by its President on a rent-free basis
as needed.
During the year ended March 31, 1996, and in certain periods prior to March
31, 1994, the Company's President received a consulting fee of $1,500 per
month.
On March 29, 1995 the Company's Board of Directors authorized the sale of
460,000,000 restricted shares of common stock to the Company's president for
$10,000 cash. This action was taken in order to provide the Company with
limited funds in order to seek out a business transaction. The Company's
president agreed to sell the shares back to the Company for $10,000 cash if
the Company successfully completed a merger or acquisition by March 31, 1996.
NOTE 6: SUBSEQUENT EVENT - COMMITMENT
On May 31, 1996 the Company signed a Letter of Intent to acquire all of the
issued and outstanding shares of Datalink Systems Corporation (Datalink).
Datalink is a private wireless information services company based in Los
Gatos, California. In conjunction with this possible acquisition the Company
has called a shareholders meeting on June 14, 1996 to approve a name change to
Datalink Communications, Inc., a 300 for one reverse stock split and the
reincorporation of the Company to the state of Nevada.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its
behalf by the undersigned thereunder duly authorized.
LORD ABBOTT, INC.
Dated: June 17, 1996 By: /s/ Mark R. Moldenhauer
Mark R. Moldenhauer, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company and
in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Mark R. Moldenhauer President, Treasurer, June 17, 1996
Mark R. Moldenhauer Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
/s/ Jules Lee Wurzel Secretary and Director June 17, 1996
Jules Lee Wurzel
__________________________ Director
Thomas Johnson
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statement of operations found on pages F-3 and F-6 of the
Company's Form 10-KSB for the fiscal year ended March 31, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,360
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,360
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,360
<CURRENT-LIABILITIES> 18,092
<BONDS> 0
0
0
<COMMON> 261,394
<OTHER-SE> (275,126)
<TOTAL-LIABILITY-AND-EQUITY> 4,360
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,624
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,624)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
