SECURITIES & EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934
__________________________
For the Fiscal Year Ended December 31, 1996
Commission File Number: 33-21546-D
CONCORDE STRATEGIES GROUP, INC.
(formerly NITE-LITE USA, LTD.)
(Exact name of Registrant as specified in its Charter)
Colorado 84-1108035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Ident. Number)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices) (zip code)
2189 S. Kenton Court, Aurora, Colorado 80014
(Former Address) zip code)
(212) 317-0060
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 15(d) of the Act:
Title of each class Name of each exchange
on which registered
Common Stock, no par value None
Indicate by check mark whether the Registrant (1) has filed
all reportsrequired to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 __
Indicate the number of shares outstanding of each of
issuer's classes of common stock, as of the latest practicable
date. At March 27, 1997 1,200,000 shares of Common Stock, no par
value were outstanding.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this
chapter) is not contained herein, and will not 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-K [ ]
The aggregate market value of the voting stock held by
non-affiliates of registrant on March 24, 1997 was $386,250.
FORM 10-KSB
CONCORDE STRATEGIES GROUP, INC.
(formerly NITE-LITE USA, LTD.)
TABLE OF CONTENTS
Item
No. Description Page
PART I
1. Business 3
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote
of Security Holders 5
PART II
5. Market for Registrant's Common Equity
and Related Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
8. Financial Statements 8
9. Disagreements on Accounting and
Financial Disclosure 17
PART III
10. Directors and Executive Officers
of the Registrant 17
11. Executive Compensation 18
12. Security Ownership of Certain
Beneficial Owners and Management 19
13. Certain Relationships and
Related Transactions 19
PART IV
14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K 20
Signatures 21
FORM 10-KSB
CONCORDE STRATEGIES GROUP, INC.
(formerly NITE-LITE USA, LTD.)
December 31, 1996
PART I
ITEM 1. BUSINESS: Introduction.
Concorde Strategies Group, Inc. (formerly Nite-Lite USA,
Ltd.)
("Registrant" or the "Company") is a development stage company
formed under the laws of the state of Colorado for the purpose of
participating, either through acquisition or merger, in a viable
business opportunity. Registrant has since its inception been
evaluating various privately held companies which management
believed could be viable business opportunities.
On March 7, 1989, Registrant completed its initial public
offering and sold 2,000,000 Units at $0.05 per Unit, and received
total gross proceeds of $100,000. Each Unit consisted of one
share
of common stock and one Class A common stock purchase warrant and
one class B common stock purchase warrant. Each Class A warrant
entitled the holder to purchase at a price of $0.50, one
additional
share of common stock and one Class B common stock purchase
warrant. Each Class B warrant entitled the holder to purchase
one
additional share of common stock at a price of $1.00. All of
these warrants, Class A and Class B, which had originally been
extended to January 15, 1992, have since expired and none remain
issued or outstanding. The Company never received any proceeds
from the exercise of any warrants. Subsequently, in April 1996,
Registrant declared a 1-for-10 reverse split of its common stock.
In mid-1989, Registrant tentatively agreed to acquire,
through
a transaction amounting to an exchange of shares, Nite-Lite,
Limited ("Limited"), a Delaware corporation. During the negotia-
tions leading up to, and as part of, the anticipated business
combination with Limited, Registrant changed its name to
Nite-Lite
USA, Ltd. and made a six month, 12%, bridge loan to Limited in
the
amount of $50,000. Subsequently, the anticipated business combi-
nation with Limited failed to occur and Limited failed to repay
the
bridge loan. In October, 1989 Registrant made a formal demand
for
repayment upon Limited and, when Limited failed to repay the loan
amount, Registrant retained legal counsel to pursue collection
from
Limited. In February 1990, Registrant, through its attorney
filed
legal action in Denver District Court in an attempt to recover
the
amount of the bridge loan, plus interest and costs of collection.
In March 1991 a judgement was recovered from the District Court
of
Denver for $50,000 plus accrued interest of $8,415.21 and
$9,517.51
for attorney fees and court costs. Management was unsuccessful
in
collecting this judgement from Limited and, as of June 30, 1991,
Registrant elected to write off the bridge loan as uncollectible.
Present Operations.
At present, Registrant has no business operations and no
assets or available cash. It is not anticipated that Registrant
will have any operations until the closing of its planned
acquisition of Concorde Management, Ltd. ("Concorde"), formerly
Concorde Strategies Group, Ltd. On September 23, 1996, the
Company
entered into an Agreement and Plan of Reorganization pursuant to
which it intends to acquire 100 percent of the issued and
outstanding capital stock of Concorde.
Concorde intends to engage in the business of acquiring
small
growing companies in diverse industries, provide value added
management services to those companies, and assist with capital
formation. These companies will become wholly owned, or majority
owned, subsidiaries of Concorde.
Concorde's objective is to better meet the needs of growing
companies that may have had difficulty obtaining capital from
traditional sources such as banks, large asset based lenders, and
the public securities markets. Also, Concorde believes that its
opportunity is enhanced because of the consolidation in the
commercial banking industry and the emphasis in investment
banking
toward increasingly larger financings. The resulting diminishing
of available capital has affected the flow to smaller companies,
where the need for capital is the most critical.
Concorde's approach is to develop "partnerships" with
companies
having exceptional management in order to improve the long term
value of a business. The participation of management through
equity based compensation and stock ownership is a crucial
ingredient of Concorde's plan.
Concorde entered into an Agreement and Plan of
Reorganization
with L'Abbigliamento, Ltd., a New York based manufacturer and
wholesale distributor of Italian made men's clothing, on March
19,
1996. Under the terms of this Agreement, which was completed on
October 7, 1996, Concorde acquired all of the outstanding shares
of
capital stock of L'Abbigliamento, Ltd., in exchange for 100
percent
of the shares of Concorde's Class A Convertible Redeemable
Preferred Stock, and L'Abbigliamento, Ltd. became a wholly owned
subsidiary of Concorde.
Competition.
Registrant is, and is expected to remain, an insignificant
entity among a great many other companies who are engaged in
mergers and acquisitions of other business entities. There are
many established venture capital and financial concerns seeking
to
attract merger or acquisition candidates, virtually all of which
have significantly greater financial and personnel resources and
technical expertise than Registrant.
<PAGE>
ITEM 2. PROPERTIES
Facilities
The Company utilizes the offices of Ameristar Group
Incorporated ("Ameristar"), which serves as a consultant to
Concorde. Pending the completion of the Concorde acquisition,
the
Company has the use of its offices rent free.
Employees
The Company has no full time employees except for its
President, Mr. Robert Gordon. The officers and directors, all of
whom are engaged in other full time business activities, devote
so
much of their time to the affairs of the Company as is required.
ITEM 3. LEGAL PROCEEDINGS
The Company knows of no litigation pending, threatened or
contemplated, or unsatisfied judgments against it, or any
proceed-
ings in which the Company is a party. The Company also knows of
no
legal action pending or threatened or judgments entered against
any
officers or directors of the Company in their capacity as such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 21, 1996, a special meeting of the Shareholders
of
Nite-Lite USA, Ltd. was held and a motion was made and
unanimously
approved to change the name of the Company to Concorde Strategies
Group, Inc. No other matters were voted on at this meeting.
Subsequently, an Article of Amendment to the Articles of
Incorporation for the name change was submitted to the State of
Colorado and it was filed on October 30, 1996.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Units sold in the Company's public offering had been
trading on a limited basis, with only a limited trading market
for
the Shares having ever been established. The principal market on
which the Company's securities have in the past traded was the
over-the-counter market in the "pink sheets."
There had not been any trading market in the Company's
securities from July 19, 1989 through March 24, 1997. The stock
resumed trading on March 24, 1997 under the symbol "CSGG" on the
Electronic Bulletin Board. The number of record shareholders of
the
Company's Common Stock on March 24, 1997 was 232. There
currently
is one market maker for the Company's securities.
The Company has not paid any dividends and, there are no
plans
to pay any cash dividends in the foreseeable future. The
declaration and payment of dividends in the future, of which
there
can be no assurance, is determined by the Board of Directors
based
upon conditions then existing. There are no restrictions on the
Company's ability to pay dividends.
ITEM 6. SELECTED FINANCIAL INFORMATION
Summary Balance Sheet Data: YEAR ENDED DECEMBER 31,
1996 1995
Total Assets $ -0- $ -0-
Total Current Assets -0- -0-
Total Liabilities 105,543 1,000
Retained Earnings (Deficit) (244,527) (94,714)
Stockholders' Equity. $(105,543) $ (1,000)
Summary Earnings Data: YEAR ENDED DECEMBER 31,
1996 1995
Revenues $ -0- $ -0-
Selling, general &
administrative expense 149,543 160
Income (loss) from operations (149,543) ( 160)
Net Income (Loss) (149,543) ( 160)
Earnings (Loss) per
Share $ n/a $ n/a
The foregoing is selected financial information only, and is
qualified by the financial statements and the notes thereto, in
their
entirety, which are set forth elsewhere in this Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
Until fiscal 1992, Registrant had generated only interest
income since its inception. Commencing in fiscal 1992,
Registrants
available cash was reduced to a level where it ceased to generate
any interest revenues at all. Following the write-off of the
judgement obtained against Nite-Lite, Limited, a Delaware
corporation, Registrant has no realistic expectation of any
future
revenues, including interest income since its cash position has
been depleted to a balance of $-0- as of December 31, 1996, a
situation which has continued ever since.
In April, 1996, Registrant undertook a private placement of
its securities pursuant to the provisions of Regulation D under
the Securities Act of 1933, as amended, whereby it issued
9,000,000
shares of its Common Stock in exchange for the satisfaction of
$45,000 in debts owed by the Registrant.
Also in April 1996, Registrant effected a 1-for-10 reverse
split of its common stock as the result of which the Company had,
following the aforesaid private offering, 1,200,000 shares issued
and outstanding. This reverse split was effected in anticipation
of management's renewed efforts to find a suitable business
opportunity for the Company.
Liquidity and Capital Resources:
Registrant anticipates that operating costs will be severely
limited in the future. At present, the Company is virtually
wholly
dependent upon the willingness of management and Ameristar to
advance to the Company adequate funds to cover any expenses
incurred in its operations until such time, if ever, as the
Company
is able to complete the Concorde acquisition or otherwise
identify
and conclude a viable acquisition, merger candidate or suitable
business opportunity.
Possible Change in Control:
By formal Agreement dated as of September 23, 1996, the
Company agreed to acquire 100% of the capital stock of Concorde
Strategies Group, Ltd. ("Concorde"), a Delaware corporation
formed
in February 1996. Concorde plans to engage in the business of
acquiring, financing and assisting in the development of smaller
private companies engaged in diverse industries. Although still
considered to be in its development stage, Concorde has entered
into and completed an agreement to acquire 100 per cent of the
outstanding capital stock of L'Abbigliamento, Ltd. Based in
Lawrence, New York, L'Abbigliamento, Ltd. is an importer and
wholesale distributor of men's clothing manufactured in Italy,
including suits, sports coats, slacks and overcoats. However,
the
acquisition agreement with Concorde is subject to completion of
certain enumerated conditions precedent before a closing can be
had
and the acquisition finalized. Among such conditions is a
requirement that Concorde deliver audited financial statements.
There can be no assurance that the conditions precedent
enumerated
in the acquisition agreement will in fact be met or, even if they
are ultimately met, when such conditions will be completed and
the
acquisition of Concorde be finalized.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements:
For the Year Ended December 31, 1996:
Reference
Report of Janet Loss, C.P.A., P.C.,
Independent Certified Public Accountants F-10
Consolidated Financial Statements:
Balance Sheet F-11
Statement of Operations F-12
Statement of Cash Flows F-13
Statement of Stockholder's
Equity (Deficit) F-14
Notes to Financial Statements F-15,
16
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
Board of Directors
Concorde Strategies Group, Inc.
(Formerly Nite-Lite USA, Ltd.)
444 Madison Avenue, Suite 1710
New York, New York 10022
I have audited the accompanying balance sheets of Concorde
Strategies Group, Inc. (f/k/a Nite-Lite USA, Ltd.) (a development
stage enterprise) as of December 31, 1996 and 1995, and the
related
statements of operations, changes in stockholders' equity and
cash
flows for the years ended December 31, 1996 and 1995. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted
accounting standards. These standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the
financial statements are free of material misstatement. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the
overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, based upon my examination and the report of other
auditors, the financial statements referred to above present
fairly, in all material respects, the financial position of
Concorde Strategies Group, Inc. as of December 31, 1996 and 1995,
in conformity with generally accepted accounting principles.
/s/Janet Loss
Janet Loss, C.P.A., P.C.
March 25, 1997<PAGE>
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
BALANCE SHEETS
December 31, 1996 and 1995
1996 1995
ASSETS
CURRENT ASSETS $ - $ -
OTHER ASSETS:
Organization costs,
net of amortization -
- -
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 26,668 $
1,000
Due to Ameristar
Capital Corporation $ 78,875 $
- -
TOTAL CURRENT LIABILITIES $ 105,543 $
1,000
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value,
100,000,000 shares authorized,
no shares issued and outstand-
ing - -
Common stock, no par value,
500,000,000 shares authorized,
1,200,000 and 3,000,000 shares
issued and outstanding as of
December 31, 1996 and 1995 $ 136,839 $
91,839
Additional paid-in-capital 1,875
1,875
(Deficit) accumulated during
the development stage (244,257)
(94,714)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (105,543) (1,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $
0
The accompanying notes are an integral part of these financial
statements.
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996 and 1995
For the Year Ended For the Year Ended December 31,
1996 December 31, 1995
INCOME FROM OPERATIONS $ - $
- -
OPERATING EXPENSES:
Accounting 3,800
-
Consulting fees 118,000
-
Filing and Egdar fees 1,850
-
Legal fees 22,625
-
Office expenses 415
-
Transfer fees 1,986
160
Telephone expense 424
-
Travel expenses 443
-
TOTAL OPERATING
EXPENSES 149,543
160
LOSS FROM OPERATIONS (149,543)
(160)
OTHER INCOME:
Interest income -
-
NET (LOSS) $ (149,543) $
(160)
NET (LOSS) PER SHARE $ N/A $
N/A
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING *975,000
*300,000
* Shares reflect a 1-for-10 reverse split
The accompanying notes are an integral part of these financial
statements.
<PAGE>
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996 and 1995
For the Year Ended For the Year Ended
December 31, 1996 December 31, 1995
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (149,543) $ (160)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Decrease in current assets
other than cash - -
Increase (decrease) in
current liabilities 104,543 160
Net Cash Used by Operating
Activities $ 45,000 $ 0
CASH FLOWS FROM
INVESTING ACTIVITIES: - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance
of stock $ 45,000 $ -
Net Cash Provided by
Financing Activities $ 45,000 $ 0
Net Increase in Cash $ 0 $ 0
CASH, BEGINNING OF THE PERIOD $ 0 $ 0
CASH, END OF THE PERIOD $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1996 and 1995
Deficit
Accumulated Total
Common Stock Additional during the Stockholders'
Number of Common Stock Paid-in Development Equity
Shares Amount Capital Stage (Deficit)
Balance,
January 1, 1995 3,000,000 $91,839 $1,875 $(94,554) $ (840)
Net (loss) for the
Year Ended
December 31, 1995 -- -- -- (160) (160)
Balance,
December 31, 1995 3,000,000 $91,839 $1,875 $(94,714) $(1,000)
April 1996,
9,000,000 shares
issued at no par
value at an
effective price
of $0.005 9,000,000 45,000 -- -- 45,000
April 1996,
1-for-10 reverse
split (10,800,000) -- -- -- --
Net (loss) for
the Year Ended
December 31, 1996 -- -- -- (149,543) (149,543)
Balance,
December 31, 19961,200,000 $136,839 $1,875 $(244,257) $(105,543)
The accompanying notes are an integral part of these financial statements.
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has been in the development stage since its formation
on February 12, 1988. It has been formed to seek potential business
acquisitions. Its activities since inception are primarily related
to its initial public offering and the merger activities discussed
in Note 3.
Accounting Method
The Company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company are being amortized
over a sixty-month period.
Deferred Offering Costs
Costs associated with the Company's initial public offering have
been charged to the proceeds of the offering.
Note 2 - CAPITALIZATION
On March 7, 1989, the Company closed its initial public offering
realizing proceeds of $81,839, net of $18,161 in offering expenses.
After the completion of the public offering, there were 3,000,000
shares of the Company's common stock outstanding, along with
2,000,000 Class "A" common stock purchase warrants.
In April 1996, the Registrant undertook a private placement of its
securities pursuant to the provisions of Rule 504 under Regulation
D under the Securities Act of 1933, as amended, whereby it issued
9,000,000 shares of its Common Stock in exchange for the
satisfaction of $45,000 in debts owed by the Registrant. Also in
April 1996, Registrant effected a 1-for-10 reverse split of its
common stock as the result of which the Company had, following the
aforesaid private offering, 1,200,000 shares issued and
outstanding. This reverse split was effected in anticipation of
management's renewed efforts to find a suitable business
opportunity for the Company.
Note 3 - MERGER ACTIVITIES
On March 8, 1989, the Company submitted a letter of intent to merge
with Nite-Lite Limited, a Delaware corporation, in which the
Company would acquire 100% of the issued and outstanding common
stock of Nite-Lite, Limited, for 17,000,000 restricted shares of
the Company's stock.
CONCORDE STRATEGIES GROUP, INC.
(Formerly Nite-Lite USA, Ltd.)
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 3 - CONTINUED
On April 4, 1989, the Company issued a $50,000 bridge loan at 12%,
due October 4, 1989, to Nite-Lite, Limited. The bridge loan was
unsecured.
The Company changed its name from Unified Industries, Inc. to
Nite-Lite USA, Ltd., in anticipation of a successful merger. However,
on
September 6, 1989, Nite-Lite, Limited, informed the Company of its
intention to terminate the merger negotiations.
On March 12, 1991, a judgment was received from the District Court
of Denver for $50,000 (bridge loan) plus accrued interest of $8,947
as of March 31, 1991, and $9,727.15 for attorney fees and court
costs. Management has written off the bridge loan and interest as
of June 30, 1991, as these monies have not been collectible.
During February 1996, the Company reached an Agreement in principal
to acquire 100% of the capital stock of Concorde Management, Ltd.
(a Delaware corporation). A formal acquisition agreement was
entered into on September 23, 1996, subject to completion of
certain conditions precedent to a closing of the contemplated
transaction. There can be no assurances that such conditions will
in fact be met by the parties or that the transaction contemplated
by the agreement will in fact be closed in the near future.
Concorde Management, Ltd. was formed and began operations in 1996.
Note 4 - RELATED PARTY TRANSACTIONS
The Company has received advances of monies for its operating
expenses from a related company, Ameristar Group Incorporated. The
company ("Ameristar") also serves as a consultant to Concorde. In
1996, Concorde utilized the offices of "Ameristar" on a rent-free
basis.
The Company has paid consulting fees of $43,000 to its President,
$45,000 to "Ameristar" (an affiliate corporation), and $30,000 to
a 5% stockholder of the Company.
Note 5 - NAME CHANGED
The corporate name has been changed from Nite-Lite USA, Ltd. to
Concorde Strategies Group, Inc. (a Colorado corporation) effective
October 30, 1996.<PAGE>
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as follows:
NAME Age POSITION(S) HELD
Robert Gordon 61 President, Director
Gera Laun 32 Secretary
Joseph J. Messina 42 Director
Martin I. Saposnick 50 Director
David A. Vigor 59 Director
Profiles of the directors and officers of the Company are set
forth below. All directors hold office until the next annual
shareholders meeting or until their death, resignation, retirement,
removal, disqualification or until their successors have been
elected and qualified. Vacancies in the Board may be filled by
majority vote of the remaining directors. Officers of the Company
serve at the will of the Board of Directors. There is no Executive
Committee or other committee of the Board of Directors. Election
to the Board of Directors is for a period of one year or until the
next shareholder's meeting and elections are ordinarily held at the
Company's Annual Meeting of Shareholders. There are no family
relationships between officers and directors.
Profiles of Officers and Directors
ROBERT GORDON is President. Mr. Gordon was previously Executive
Vice President of Contex, Inc., an investment banking and
consulting firm in Naples, Florida. Prior to Contex, Mr. Gordon
was Managing Director of an apparel company, President and Chief
Operating officer of a public company that manufactures precision
parts and conducted research and development, a management
consultant, Executive Vice President of a financial services
company, and Director of MIS for Kinney Shoe Corporation. Mr.
Gordon has a B.A. degree in Economics from Union College.
GERA LAUN is Secretary. Ms. Laun is also Secretary and Treasurer
of Ameristar Capital Corporation, an equipment leasing company.
Previously, Ms. Laun was Manager, Processing Department of Vendor
Funding Co., Inc. an equipment leasing and asset based lending
company. Also, Ms. Laun was Manager, Mail Order Catalog/Retail for
La Shack, Inc.
JOSEPH J. MESSINA is a Director. He is also Chairman and CEO of
both Ameristar Capital Corporation, a lease financing and asset
based lender and Ameristar Group Incorporated, an investment
banking and financial consulting firm specializing in "small cap"
companies. Mr. Messina was previously President and Chief
Operating Officer of Vendor Funding Co., Inc., a subsidiary of the
Bank of Ireland First Holdings. Vendor Funding, a national middle
market lessor and asset based lender, was co-founded by Mr. Messina
and subsequently sold to First NH Banks of Manchester, New
Hampshire. Mr. Messina is a Director of Credit America Venture
Capital, an entity formed to acquire the manufacturing and
distribution network of Mako Marine International, Inc. He is also
a Director of Mako Marine International, Inc., a publicly held
corporation, and past President of the Eastern Association of
Equipment Lessors.
MARTIN I. SAPOSNICK is a Director, and is also President of
Ameristar Group Incorporated, an investment banking and financial
consulting firm specializing in "small cap" companies. Previously
Mr. Saposnick was President of Remsen Group, an independent
investment banking and financial consulting services company.
Prior to Remsen Group, Mr. Saposnick was Chairman of the Board and
President of Marsan Securities Co., Inc., a financial services
firm, which was a wholly owned subsidiary of Marsan Capital
Corporation, a publicly held company. Mr. Saposnick was also
Chairman of the Board and President of Marsan Capital Corporation.
Previously, Mr. Saposnick was Vice President of Chestman
Securities, Co., Inc. and had been Assistant Manager of Specialist
Surveillance Division of the New York Stock Exchange. Mr.
Saposnick is a graduate of Hunter College and completed graduate
studies in Finance and Investments at Baruch College.
DAVID A. VIGOR is a Director and is also Executive Vice
President, Chief Financial Officer and a Director of Phytomed, Inc.
an early stage biopharmaceutical company. Previously, Mr. Vigor
was Vice President, Finance and Chief Financial Officer of Ohmeda,
an international manufacturer of pharmaceuticals and medical
devices, which is a Division of BOC Group. In other executive
positions with the BOC Group, Mr. Vigor was Vice President, Finance
and Information Systems of Gases Western Hemisphere and Vice
President, Finance of Ohmeda (A Division of BOC Health Care). Mr.
Vigor was also Vice President, Finance for Millipore Corporation,
a "Fortune 1000" manufacturer of membrane filters and liquid
chromatographs and Vice President, Corporate Information Resources
for the Foxboro Company, and Finance Director for foreign
subsidiaries of Westinghouse Electric Corporation. Mr. Vigor was
an Audit Supervisor for Barton, Mahew & Co. (Ernst & Young). His
education includes the Institute of Chartered Accounts in England
and Wales and the Executive MBA program at Suffolk University in
Boston.
ITEM 11. EXECUTIVE COMPENSATION
Robert Gordon, President and a Director of the Company, currently
receives $1,000 per week. Payments have been advanced by
Ameristar, on behalf of the Company. The total advanced as of
December 31, 1996 is $33,000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth at the date of this Prospectus the
stock ownership of each person known by the Company to be a
beneficial owner of five (5%) per cent or more of the Company's
Common Stock and by all officers and directors, individually and
as a group:
Number Percentage
of Shares of
Name Owned(1) Class(1)
Robert Gordon 10,000 0.83%
Gera Laun 3,000 0.25%
Karen A. Baker 90,000 7.50%
Al Farina 83,333 6.94%
John Messina 83,333 6.94%
Paul Vaccaro(2) 60,050 5.00%
Remsen Group, Ltd.(3) 78,500 6.54%
Wilmont Holdings Corp.(4) 78,500 6.54%
Officers & Directors as
a group (5 persons)(5) 170,000 14.16%
____________________________
(1) Assumes a total number of shares outstanding of 1,200,000
shares.
(2) Includes 17,050 shares owned by Vaccaro & Associates Inc., a
corporation of which Mr. Paul Vaccaro is a principal share-
holder and control person
(3) Remsen Group, Ltd. is a privately held corporation principally
owned and controlled by Mr. Martin I. Saposnick, a director of
the Company.
(4) Wilmont Holdings Corp. is a privately held corporation
principally owned and controlled by Mr. Joseph J. Messina, a
director of the Company.
(5) Included herein are 78,500 shares owned by Wilmont Holdings
Corp. and 78,500 shares owned by Remsen Group, Ltd.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Financial Statements included in this Report:
Auditors Report of Janet Loss C.P.A., P.C. dated March 24, 1997
together with;
Consolidated Balance Sheet as of December 31, 1996 and 1995;
Consolidated Statement of Income and Retained Earnings for the
years ended December 31, 1996 and 1995;
Consolidated Statement of Stockholders' Equity for the year
ended December 31, 1996;
Consolidated Statement of Cash Flows for the years ended
December 31, 1996 and 1995;
Notes to Consolidated Financial Statements.
(c) Form 8-K filings:
November 15, 1996 - re: Agreement and Plan of Reorganization
with Concorde.
<PAGE>
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, there-
unto duly authorized.
CONCORDE STRATEGIES GROUP, INC.
Dated: March 27, 1997 By: /s/Robert Gordon
Robert Gordon
President & Principal Execu-
tive Officer and Principal
Financial and Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Dated: March 27, 1997 By: /s/Robert Gordon
Robert Gordon
President & Principal
Executive Officer and
Principal Financial and
Accounting Officer
Dated: March 27, 1997 By: /s/Gera Laun
Gera Laun
Secretary
Dated: March 27, 1997 By: /s/Joseph J. Messina
Joseph J. Messina
Director
Dated: March 27, 1997 By: /s/Martin I. Saposnick
Martin I. Saposncik
Director
Dated: March 27, 1997 By: /s/David A. Vigor
David A. Vigor
Director
