<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1995 Commission File Number: 033-26750
CURBSTONE ACQUISITION CORP.
(Exact name of Registrant as specified in its charter)
Delaware 75-2254743
(State of incorporation) (I.R.S. Employer
Identification No.)
c/o Tom Hantges
USA Capital Management Group
3900 Paradise Road, Suite 263
Las Vegas, NV 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 734-8721
Securities Registrant pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None ------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.0001 par value)
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
At December 31, 1995, there were 1,325,000 shares of the Registrant's
Common Stock, $.0001 par value, outstanding. The aggregate market value of
shares of Common Stock held by nonaffiliates of the Registrant cannot be
determined since there has been no market for such common stock during the past
year. For purposes of this computation, all executive officers, directors and
10% beneficial owners of the Registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such directors,
officers or 10% beneficial owners are in fact, affiliates of the Registrant.
<PAGE> 2
TABLE OF CONTENTS
PART I
Item 1. Business ...........................................................3
Item 2. Properties .........................................................4
Item 3. Legal Proceedings ..................................................4
Item 4. Submission of Matters to a Vote of Security Holders ................4
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters ............................................4
Item 6. Selected Financial Data ............................................4
Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations ............................4
Item 8. Financial Statements and Supplementary Date ........................5
Item 9. Disagreements on Accounting and Financial Disclosures .............6
PART III
Item 10. Directors and Executive Officers of the Registrant .................6
Item 11. Executive Compensation .............................................7
Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................................7-8
Item 13. Certain Relationships and Related Transactions .....................9
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports
on Form 8-K ....................................................9
Signatures .........................................................10
2
<PAGE> 3
PART I.
THE COMPANY
ITEM 1. THE BUSINESS
GENERAL
The Registrant was incorporated under the laws of the State of Delaware
on November 29, 1988, and issued 500,000 shares of its $.0001 par value Common
Stock (the "Common Stock") to TRIM-A-LAWN on January 23, 1989, for $1,000 cash.
The Registrant was organized with a view toward (a) the distribution of the
500,000 shares of the Registrant's Common Stock to the shareholders of
TRIM-A-LAWN and (b) the subsequent search for, location of and combination of
the Registrant with a privately-held business enterprise. The Registrant has no
current business operations, except for the activities of its officers in
searching for a potential combination partner. The Registrant has limited assets
and no operating income. Since inception, the costs associated with the
Registrant's search for a merger candidate have been and will be paid by the
Registrant, first, and Capital Investment Managers, Inc., on a discretionary
basis. The Registrant's offices are located at 3900 Paradise Road, Suite 263,
Las Vegas, Nevada 89109, and its telephone number is (702) 734-8721.
The Registrant proposes to combine with an existing, privately-held
Registrant which is profitable and, in management's view, has growth potential
(irrespective of the industry in which it is engaged). A Combination may be
structured as a merger, consolidation, exchange of the Registrant's Common Stock
for stock or assets or any other form which will result in the combined
enterprise's being a publicly-held corporation. The Registrant will pursue a
combination with a Registrant that satisfies its combination suitability
standards by advertising in one or more newspapers or magazines to establish
contact with, or by otherwise contacting, selected privately-held companies
which are profitable and are believed to have growth potential. There are no
assurances that management of the Registrant will be able to locate a suitable
combination partner or that a combination can be structured on terms acceptable
to the Registrant.
Pending negotiation and consummation of a combination, the Registrant
anticipates that it will have limited business activities, will have no
significant sources of revenue and will incur no significant expenses or
liabilities not required to be advanced on behalf of the Registrant by S.
Gregory Smith. Nevertheless, should necessary funds be available, the Registrant
will engage attorneys, accountants and/or other consultants to evaluate and
assist in completing a potential combination.
CAPITAL EXPENDITURES
The Registrant plans no significant expenditures.
3
<PAGE> 4
EMPLOYEES
At December 31, 1995 the Registrant had no full time employees other
than the executive officers listed below.
ITEM 2. PROPERTIES
At December 31, 1995 the Registrant did not own property.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material legal proceedings, nor to
the Registrant's knowledge, are there any other material legal proceedings
contemplated against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders for a vote during
the fourth quarter or the past fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Registrant's
Common Stock. As of December 31, 1995, there were 1,325,000 shares of the
Registrant's Common Stock outstanding and approximately 423 shareholders of
record.
The Registrant has never declared or paid any cash dividend on its
shares of Common Stock., and does not anticipate paying dividends in the
foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
See the Financial Statements of the Registrant in Item 8.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Registrant is in the development stage with a view towards
combining with an existing, privately-held Registrant which is profitable and,
in management's opinion, has growth potential. The Registrant has no significant
assets, revenues or expenses; and the Registrant is not expected to have
significant operations until a business combination is effected.
4
<PAGE> 5
LIQUIDITY AND CAPITAL RESOURCES
There have been no material changes in the financial condition of the
Registrant since its inception, nor is a material change anticipated until the
Registrant is able to identify and consummate a business combination.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES
ARE ALL SET FORTH AS EXHIBIT "A" ATTACHED HERETO.
<TABLE>
<S> <C>
Independent Auditor's Report ..........................................Exhibit A, Page 1
Balance Sheets - December 31, 1995 and December 31, 1994 ..............Exhibit A, Page 2
Statement of Operations - periods ended December 31, 1995
and December 31, 1994 .............................................Exhibit A, Page 3
Statement of Stockholders' Equity - Period ended
December 31, 1995, 1994 and 1993 ..................................Exhibit A, Page 4
Statement of Cash Flows - Years ended
December 31, 1995, 1994 and 1993 ..................................Exhibit A, Page 5
Notes to Financial Statements .........................................Exhibit A, Pages 6-7
</TABLE>
All other schedules are not submitted because they are not applicable
or not required or because the information is included in the financial
statements or notes thereto.
REPORT OF MANAGEMENT
The financial statements have been prepared by management and have been
audited by McBride & Company, the Registrant's independent auditors, whose
report follows. The management of the Registrant is responsible for the
financial information and representations contained in the financial statements
and other sections of the annual report. Management believes that the financial
statements have been prepared in conformity with generally accepted accounting
principles appropriate under the circumstances to reflect, in all material
respects, the substance of events and transactions that should be included. In
preparing the financial statements, it is necessary that management make
informed estimates and judgments based upon currently available information of
the effects of certain events and transactions.
In meeting its responsibility for the reliability of the financial
statements, management depends on the Registrant's system of internal accounting
control. This system is designed to provide reasonable assurance that assets are
safeguarded and transactions are executed in accordance with management's
authorization and properly recorded. In designing control procedures, management
recognizes that errors or irregularities may nevertheless occur. Also, estimates
and judgments are required to assess and balance the relative cost and expected
benefits of the controls. Management believes that the Registrant's accounting
controls provide reasonable assurance that errors or irregularities that could
be material to the financial statements are prevented or would be detected
within a timely period by employees in the normal course of performing their
assigned functions.
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ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists all of the Directors and Executive Officers
of the Registrant, and provides certain information concerning each such person,
including the number of shares of Common Stock of the Registrant beneficially
owned directly or indirectly by such person at the close of business as of
December 31, 1995. As of December 31, 1995 there were 1,325,000 shares of the
Registrant's Common Stock, $.0001 par value, outstanding.
<TABLE>
<CAPTION>
Amount and
Position Nature of Percent
with Beneficial of
Name Age Since Registrant Ownership Class
---- --- ----- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Thomas A. Hantges 43 1995 President, 80,544 6.07%
Treasurer
Director
Thomas R. Brooksbank(1) 41 1995 Secretary 200,000 15.09%
Director
Joseph D. Milanowski __ 1995 Director 25,000 1.87%
</TABLE>
- - ------------
NOTES: 1. Thomas R. Brooksbank is the principal and owner of
Brooksbank & Associates, the registered owner of 200,000 shares of the
Registrant's common stock as set forth above.
(1) Principal Occupation
Thomas A. Hantges - Elected as a Director on March 7, 1995.
Appointed as the President and Treasurer of the Registrant on March 7, 1995
following the resignation by S. Gregory Smith. Mr. Hantges is the President of
USA Partners, Inc., which is the General Partner of USA Partners Limited, a
Nevada limited partnership which acts as the General Partner of the USA Capital
Land Fund Limited Partnership. He is currently the President, Director and 100%
owner of USA Commercial Real Estate Group, USA Mortgage Company, Inc., and USA
Development, Inc., all Nevada corporations. Mr. Hantges was the President and
Treasurer of USA Financial Services of Nevada, Inc. until August 25, 1995. Mr.
Hantges, a 29 year resident of Las Vegas, received his B.S. degree in Hotel
Administration in 1973 and his Masters Degree in Business Administration in 1979
both from the University of Nevada at Las Vegas. Mr. Hantges has been in the
securities industry since 1980. Prior to entering the Securities industry, Mr.
Hantges held positions as an assistant hotel manager for the Riviera and
Stardust hotels in Las Vegas, Nevada. Mr. Hantges has served as Vice President
for Rauscher Pierce Refsnes, Inc.,
6
<PAGE> 7
Smith Barney, Prudential Bache Securities all New York Stock Exchange member
firms. Mr. Hantges holds both Series 7 and Series 24 licenses issued by the
NASD, is licensed with the Insurance Division for the State of Nevada as a
broker and a salesman, and is licensed as a corporate broker by the Nevada Real
Estate Division. He is also licensed through the Financial Institutions Division
of the State of Nevada Department of Business and Industry as the "qualified
employee" for USA Mortgage Company, Inc.
Thomas R. Brooksbank - Elected as a Director on March 7, 1995.
Appointed as Secretary of the Registrant on March 7, 1995 following the
resignation by S. Gregory Smith. Mr. Brooksbank is the principal of Brooksbank &
Associates, Attorneys at Law, a commercial and financial institution collection
law firm; Mr. Brooksbank was admitted to the State Bar of Nevada in 1987 and the
State of Bar of Arizona in 1995. Mr. Brooksbank received a Bachelor of Science
degree in 1975 from the University of Maryland, DDS in 1981 and his Juris Doctor
degree from California Western School of Law in 1986 graduating magna cum laude.
Joseph D. Milanowski - Elected as a Director on September 1,
1995 following the resignation of David M. Berkowitz. Mr. Milanowski has been
employed by USA Capital Management Group as a Director of Research since July
1993. Prior to joining USA Capital Management Group Mr. Milanowski was employed
by Southwest Gas Corporation as a financial analyst in its Treasury Services
Department from July 1988 to July 1993. Mr. Milanowski graduated from the
University of Michigan with a BA in Economics in 1983, and from the University
of Arizona with an MBA in Finance in 1988. He was awarded the Chartered
Financial Analyst (CFA) designation in 1991.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF OFFICERS
No executive officer of the Registrant received any compensation during
the fiscal year ended December 31, 1995.
EMPLOYMENT CONTRACTS/STOCK INCENTIVE PLANS
No employment contracts or stock incentive plans were adopted or
granted by the Registrant during the fiscal year ended December 31, 1995.
COMPENSATION OF DIRECTORS
There were no regular meetings of the Board of Directors and no
director of the Registrant received any compensation during the fiscal year
ended December 31, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, to the extent known by the
Registrant, as to the persons and companies who owned beneficially more than
five percent (5%) of the outstanding shares of the Common Stock of the
Registrant at the close of business on December 31, 1995,
7
<PAGE> 8
and the beneficial ownership of the Registrant, as a group, as of such date. The
number of shares held by each Director is set forth in Item 10 hereinabove.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Beneficial Ownership Percent of Class
---------------- -------------------- ----------------
<S> <C> <C>
Capital Investment 210,955 15.92%
Managers, Inc.(1)
1320 S. University Drive
Suite 8
Fort Worth, Texas 76107
Brooksbank & Associates(2) 200,000 15.09%
4420 Euclid Avenue
Las Vegas, NV 89121
S. Gregory Smith(1) 107,024 8.07%
1320 S. University Drive
Suite 8
Fort Worth, Texas 76107
George G. Chachas 100,000 7.55%
4130-75 Porte De Merano
San Diego, CA 92122
Thomas A. Hantges(3) 80,544 6.07%
4420 Euclid Avenue
Las Vegas, NV 89121
Whalen & Russo Family Trust 80,544 6.07%
DTD Nov. 6 1985 Trust
P.O. Box 139
Blue Diamond, NV 89004
Laura H. Bley 76,152 5.75%
1320 S. University Dr.
Suite 820
Fort Worth, Texas 76107
All Directors and 305,544 23.05%
Officers as a Group
(Three [3] Persons as
of the date of this Amendment.
</TABLE>
- - --------------
NOTES: 1. Capital Investment Managers, Inc., is controlled by S.
Gregory Smith, the President and Director of the Registrant as of December
31, 1994.
8
<PAGE> 9
2. Thomas R. Brooksbank is the principal and owner of
Brooksbank & Associates, the registered owner of 200,000 shares of the
Registrant's common stock as set forth above.
3. The Hantges Children's Education Trust is the beneficial
owner of 10,000 shares of the common stock of the Registrant. These shares are
separate and distinct from those owned by Thomas A Hantges. The Hantges
Education Trusts is an Irrevocable Trust with an independent third party
Trustee, Helen Miller. Thomas A. Hantges has no direct or indirect control over
the trust or the shares beneficially owned by the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
(1) Financial Statements and Supplementary Data:
The financial statements filed as a part of this report are
attached hereto as Exhibit 1, and are listed in the "Index to Financial
Statements" at Item 8.
(2) Financial Statements Schedules:
The financial statements schedules filed as a part of this
report are attached as Exhibit 1 and are listed in the "Index to Financial
Statements" at Item 8.
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
CURBSTONE ACQUISITION CORP.
(REGISTRANT)
Date: July 1, 1996 \S\ Thomas Hantges
---------------------------
By: Thomas Hantges
President
Date: July 1, 1996 \S\ Thomas R. Brooksbank
---------------------------
By: Thomas R. Brooksbank
Chief Financial Officer
10
<PAGE> 11
CURBSTONE ACQUISITION CORP.
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(WITH AUDITORS' REPORT THEREON)
<PAGE> 12
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Curbstone Acquisition Corp.
Fort Worth, Texas
We have audited the accompanying balance sheets of Curbstone Acquisition Corp.
(a Delaware corporation in the development stage), as of December 31, 1995 and
1994, and the related statements of operations, stockholders' equity, and cash
flows as of December 31, 1995, 1994 and 1993. 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. The statements of
operations, stockholders' equity and cash flows of Curbstone Acquisition Corp.
as of December 31, 1991 and from November 29, 1988 (inception), were audited by
other auditors whose report dated February 29, 1992, expressed an unqualified
opinion on those financial statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits 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 Curbstone Acquisition Corp. as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
MCBRIDE & REEVES, CPA'S
April 13, 1996
Las Vegas, Nevada
<PAGE> 13
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
Assets
- - ------
<S> <C> <C>
Cash $ - $ -
-------- -------
Total Assets $ - $ -
======== =======
<CAPTION>
Liabilities and Stockholders' Equity
- - ------------------------------------
<S> <C> <C>
Stockholders' Equity:
Preferred stock, $1.00 par value 1,000,000
shares authorized, none issued & outstanding
Common stock, $.0001 par value 50,000,000 shares
authorized, 1,325,000 issued & outstanding $ 85 $ 85
Additional paid-in capital 15,940 15,940
Deficit accumulated during development stage ( 16,025) (16,025)
---------- ----------
Total liabilities and stockholders' equity $ - $ -
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 14
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993, AND
THE PERIOD FROM NOVEMBER 29, 1988 (INCEPTION), TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
November 29,
1988
(Inception) to
December 31,
1995 1994 1993 1995
---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Expenses: - - - -
General and administrative (Note 4) - 9,025 - 16,025
Net loss $ - $ ( 9,025) $ - $( 16,025)
---------- ---------- ---------- ----------
Net loss per common share $ - $ .008 $ - $( .012)
---------- ---------- ---------- ----------
Weighted average common
shares outstanding 1,325,000 1,100,000 1,000,000 1,325,000
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 15
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FROM NOVEMBER 29, 1988 (INCEPTION), TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
Accumulated
Number Additional Deficit
of Paid During
Common in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, November 29, 1988 - $ - $ - $ - $ -
Net loss, 1988 - - - - -
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1988 - - - - -
Stock Issued January 25, 1989 500,000 $ 50 $ 3,200 $( 6,000) $ ( 2,750)
Stock issued under stock bonus plan (Note 2) 250,000 - - - -
Stock issued for converted debentures (Note 3) 250,000 25 3,725 - 3,750
Net loss, 1989 - - - ( 880) ( 880)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1989 1,000,000 75 6,925 ( 6,880) 120
Net loss, 1990 - - - ( 120) ( 120)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1990 1,000,000 $ 75 $ 6,925 $( 7,000) $ -
Net loss, 1991, 1992, and 1993 - - - - -
---------- ---------- ---------- ---------- ----------
Balance, December 31, 19 1,000,000 75 6,925 ( 7,000) -
Stock issued for legal fees (Note 3) 100,000 10 4,990 - 5,000
Additional paid in capital
for accounting fees (Note 3) - - 4,025 - 4,025
Net loss, 1994 - - - ( 9,025) ( 9,025)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1994 1,100,000 85 15,940 (16,025) -
Additional paid in Capital
issued for directors' fees 225,000 - - - -
---------- ---------- ---------- ---------- ----------
Balance December 31, 1995 $1,325,000 $ 85 $ 15,940 $( 16,025) $ -
---------- ---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 16
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993, AND THE
PERIOD FROM NOVEMBER 29, 1988 (INCEPTION), TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
November 29,
1988
(Inception) to
December, 31
1995 1994 1993 1995
---------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
Net Cash Flows From Operating Activities:
Net Loss $ - $ (9,025) $ - $ ( 16,025)
Adjustments to reconcile net income to
net cash provided by operating activities:
Issuance of stock for cash and services - 5,000 - 8,250
---------- ---------- ---------- --------------
Net cash used in operating activities - (4,025) - ( 7,775)
Cash flows used in investing activities: - - - -
Cash flows from financing activities:
Additional paid in capital - 4,025 - 4,025
Proceeds from issuance of Convertible Debentures - - - 3,750
---------- ---------- ---------- --------------
Net cash provided by financing activities - 4,025 - 7,775
---------- ---------- ---------- --------------
Net increase (decrease) in cash $ - $ - $ - $ -
---------- ---------- ---------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 17
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) Summary of Organization and Significant Accounting Policies
(a) Organization
The Company was organized as a Delaware corporation on
November 29, 1988. The Company's intention is to combine with
a privately-held business enterprise.
On April 6, 1989 the Company was registered (Form S-1) with
the Securities and Exchange Commission, file number 033-26750.
From the date of inception, through the registration with the
Securities and Exchange Commission, through December 31, 1994
the Company has had no business operations (except minimal
operating costs) and has no planned business activities,
except for the identification of and merger with a
privately-held company.
(b) Capital Stock
The authorized, issued and outstanding shares of capital stock
at December 31, 1995 were as follows:
Preferred stock: $1.00 par value; 1,000,000 shares authorized,
none issued and outstanding.
Common Stock: $.0001 par value; authorized 50,000,000 shares,
1,325,000 shares issued and outstanding.
(c) Earnings Per Share
Earnings per share of common stock was computed by dividing
net income (loss) by the weighted average number of shares of
common stock outstanding for the year (1,325,000).
(d) Dividends Per Share
No dividends have been paid as of December 31, 1995.
(2) Stock Bonus Plan
The Company has established a Stock Bonus Plan for the benefit of its
employees. The plan allows for the award of a maximum of 750,000 common
shares of the Company in any one year. On April 7, 1989, the Company
provided 250,000 shares of common stock to officers of the Company. No
other stock bonus awards have occurred through December 31, 1995.
6
<PAGE> 18
CURBSTONE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(3) Convertible Debentures
On January 23, 1989, The Company issued to Capital Investment Managers,
Inc., an affiliate of each of the officers of the Company by common
ownership, 8% convertible debentures totaling $3,750. The debentures
were exercised April 17, 1989 and were converted to common stock of the
Company at a conversion rate of $.015 in common stock value per each
$1.00 in debenture. The conversion resulted in the issuance of an
additional 250,000 shares if common stock of the Company.
(4) Related Party Transactions
There are certain operating costs incurred by the Company that were
paid directly by stockholders. These costs are de minimis and the
parties paying the costs do not expect to be repaid or reimbursed by
the Company. The expenses paid by related parties for 1994 amounted to
$4,025 and is recorded as additional paid in capital.
In addition, 100,000 shares of common stock were issued in 1994 in
exchange for legal services in the amount of $5,000.
During 1995, the Company issued 325,000 shares of common stock to the
directors of the Company, which the Company has valued and recorded at the
market value of the Company, or zero.
(5) Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard 109, "Accounting for Income Taxes" which
requires the use of the "liability method" of accounting for income
taxes. Under the liability method, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which temporary differences are
expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
7
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000846005
<NAME> CURBSTONE ACQUISITION CORP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<EXCHANGE-RATE> 1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 85
<OTHER-SE> (85)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
