<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
Commission File Number: 33-44567-NY
BISHOP EQUITIES, INC.
- ------------------------------------------------------------------------------
(Exact name of Issuer as stated in its corporate charter)
Nevada 13-3632859
- ------------------------------------------------------------------------------
(State of incorporation) (IRS Taxpayer I.D. Number)
355 South End Avenue, Suite 22B, New York, NY 10280
- ------------------------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (212) 912-0930
---------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
------------------
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of Exchange
- ------------------- ----------------
Shares of common stock, par value $.001 None
- --------------------------------------- ----
Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") during the past twelve months (or for such shorter period that
the Issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days: Yes No X
---- ----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this Form 10-KSB, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form. [ X ]
-----
State issuer's revenues for its most recent fiscal year: $0
-----
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $69,000 as of June 30, 1998. (NOTE: Since no trading activity
has occurred in the common stock, the market value was computed as the price at
which the stock was sold.)
As of July 3, 1998, 511,500 shares of Registrant's common stock, par value
$.001, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
-----
PAGE 1 OF 15 PAGES
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PART I
Item 1. BUSINESS.
INITIAL PUBLIC OFFERING
During March 1993 the Company conducted an initial public offering
(the "Offering") of its shares of common stock, par value $.001 per share (the
"Shares"), pursuant to a registration statement on Form SB-2 which became
effective on March 8, 1993. The Offering was underwritten by Westminster
Securities Corp. (the "Underwriter"), and resulted in the sale of 11,500
Shares, including the 1,500-Share overallotment option exercised by the
Underwriter. Gross offering proceeds were $69,000. After deduction for the
Underwriter's commissions and non-accountable expense allowance (totalling
$8,970), net proceeds to the Company were $60,030. This included $12.50 from
the Underwriter for purchase of 1,000 Underwriter Warrants (each allowing its
holder to purchase one Share for $7.20 during a four-year exercise period
commencing March 8, 1994.) After satisfaction of certain Offering expenses,
$42,900 remained on March 31, 1993. The Company later satisfied the remaining
unpaid Offering expenses, including accounting fees, and paid its president a
$4,000 salary.
"BLANK CHECK" ACTIVITIES
As a "blank check" company with no defined business plan, the
Company's business activities through 1993 consisted of preparing for and
conducting the Offering. Since then the Company has entered into consecutive
letters of intent to acquire corporations but in each case, the Company
terminated the letter of intent prior to consummation of a transaction, based
upon information acquired during the due diligence review process. Management
continues to investigate candidates for merger or acquisition; however,
expenses for travel costs and legal and other fees have substantially reduced
the Company's limited resources.
Item 2. PROPERTIES.
The Company owns no properties and uses as its address the office of
its President, without charge. This arrangement is expected to continue until
consummation of a Business Combination.
Item 3. LEGAL PROCEEDINGS.
No legal proceedings were commenced or contemplated by the Company
and no notice of any legal proceedings involving the Company was received.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security holders
during the period covered by this Report.
PAGE 2 OF 15 PAGES
<PAGE> 3
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) The Company has issued one class of common equity securities,
its common stock, par value $.001 per share. As of the date of the Report,
trading had not yet commenced.
(b) On July 3, 1998, the Company had approximately 15 holders of its
common stock, including two restricted shareholders.
(c) No dividends were declared and none are anticipated in the
foreseeable future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's activities during the fiscal year covered by this
Report were limited to the investigation of acquisition candidates and review
of due diligence materials. No transaction was consummated and the Company has
commenced no operations, earned no revenues, and has continued to review
candidates for acquisition or merger. The Company's resources were sufficient
to meet its limited corporate expenses during the year covered by this Report,
and as of March 31, 1998, the Company had $634 in cash remaining. Current
invoices from the Company's auditor and attorney had not been presented as of
July 3, 1998.
Management intends to continue utilizing space on a rent-free basis
in the office of its president, and to keep expenses to a minimum, unless and
until the successful consummation of a Business Combination. The Company's
continuation is dependent upon the ability of its management to locate a
suitable candidate for Business Combination, and to consummate such a
transaction, and on the eventual success of the company subsequent to such
consummation.
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Certified Public Accountant.................4
Balance Sheet.........................................5
Statement of Income and Expenses......................6
Statement of Cash Flows...............................7
Statement of Stockholders' Equity.....................8
Footnotes to Financial Statements.....................9-11
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PAGE 3 OF 15 PAGES
<PAGE> 4
JODY M. WEBER
CERTIFIED PUBLIC ACCOUNTANT
7 DIPIERRO DRIVE
MONROE, NJ 08831
(908)-656-0962
To the Board of Directors
Bishop Equities, Inc.
I have audited the accompanying Balance Sheets of Bishop Equities, Inc.
as of March 31, 1998 and March 31, 1997, and the related statements of income
and expenses, cash flows and stockholder's equity for the years ending March
31, 1998 and March 31, 1997. 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 auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. My 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 used 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, the financial statements referred to above present fairly, in all
material respects, the financial position of Bishop Equities, Inc. as of March
31, 1998 and March 31, 1997 and the related statements of income and expenses,
cash flows and stockholder's equity for years ending March 31, 1998 and March
31, 1997 in conformity with generally accepted accounting principles.
Respectfully submitted,
/s/ Jody M. Weber
Jody M. Weber
Monroe, New Jersey
July 2, 1998
4
<PAGE> 5
BISHOP EQUITIES, INC.
BALANCE SHEET
-------------
A S S E T S
-----------
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1998
<S> <C> <C>
CURRENT ASSETS:
Cash $2,484 $634
NONCURRENT ASSETS:
Def Off Costs - -
OTHER ASSETS:
Organ Costs-net 240 120
$2,724 $754
====== ====
</TABLE>
LIABILITIES AND
---------------
STOCKHOLDERS' EQUITY
--------------------
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES:
Acc Exp Pay $ 350 $ 1,979
STOCKHOLDERS' EQUITY:
Common stock-authorized
25,000,000 shares
Par value-$.001 Issued and
Outstanding 500,000 511 511
and 509,775 shares
respectively
Paid in Capital 37,011 37,011
RETAINED EARNINGS
(DEFICIT) - (during
dev stage) (35,148) (38,747)
-------
$ 2,724 $ 754
======= =======
</TABLE>
See notes to financial statements.
5
<PAGE> 6
BISHOP EQUITIES, INC.
STATEMENT OF INCOME AND EXPENSES
<TABLE>
<CAPTION>
April 1, 1996 April 1, 1997
to to
March 31, 1997 March 31, 1998
-------------- --------------
<S> <C> <C>
EXPENSES:
Professional Fees 350 1,800
Office Expense 393 812
Fees 671 867
Organization Expense 120 120
--- -----
1,534 3,599
NET OPERATING LOSS 1,534 3,599
ACCUM DEFICIT -BEG 33,614 35,148
ACCUM DEFICIT -END $35,148 $38,747
======= =======
</TABLE>
See notes to financial statements.
6
<PAGE> 7
BISHOP EQUITIES, INC
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
April 1, 1996 April 1, 1997
to to
March 31, 1997 March 31, 1998
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income $(1,534) (3,599)
Adjustments to Reconcile Net Income to Cash Flows
From Operating Activities
Increases (Decreases) in:
Organization Cost 120 120
Accrued Expenses (400) 1,629
-------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES (2,219) (1,850)
CASH FLOW FROM FINANCING ACTIVITIES
CASH FLOW FROM INVESTING ACTIVITIES
Issuance of Common Stock -- --
-------- -------
NET CASH GAINED BY FINANCING ACTIVITIES -- --
-------- -------
NET INCREASE (DECREASE) IN CASH (2,219) (1,850)
CASH - BEGINNING 4,703 2,484
CASH - END $ 2,484 $ 634
======= =======
</TABLE>
See notes to financial statements.
7
<PAGE> 8
BISHOP EQUITIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 1998
<TABLE>
<CAPTION>
COMMON PAID IN ACCUMULATED
DATE STOCK CAPITAL DEFICIT
<S> <C> <C> <C>
Common Stock issued at
incorp. April 17, 1991 $ 0 $ 0
Common Stock authorized
25,000,000 par $ .001:
issued and outstanding
500,000 shares at
$.001 par value 12/10/91 500 2,500
11,500 shares sold in public
offering, March 1993 (net of
underwriting costs) 11 60,031
Public Offering Costs (25,520)
Retained Deficit during
Development stage as of
March 31, 1993 (286)
Retained Deficit during
development stage as of
March 31, 1994 (17,241)
Retained Deficit during
development stage as of
March 31, 1995 (14,179)
Retained Deficit during
development stage as of
March 31, 1996 (1,908)
Retained Deficit during
development stage as of
March 31, 1997 (1,534)
Retained Deficit during
development stage as of
March 31, 1998 (3,599)
March 31, 1998 $511 $ 37,011 $(38,747)
==== ======== ========
</TABLE>
See notes to financial statements.
8
<PAGE> 9
BISHOP EQUITIES, INC. -- A Development Stage Enterprise
Notes to financial statements
NOTE 1: Summary of Significant Accounting Policies
Bishop Equities, Inc. (the "Company") was organized under the laws of
the State of Nevada on April 17, 1991, and is a blank check company with
no defined business plan other than intention to acquire or merge with
an existing private company through an exchange of securities (the
"Business Combination"). Selection of the Business Combination candidate
will be at the complete discretion of Management, and upon consummation,
control and management of the Company may pass to other individuals who
are presently unknown and unidentifiable. The Company's success will
depend upon Management's ability to locate and identify a suitable
candidate for Business Combination, and to consummate the transaction,
and on the eventual profitability of the resulting entity.
The Company's year end is March 31.
Organization costs will be amortized over a 60-month period.
During the fiscal year ended March 31, 1993, the Company's activities
were limited to preparation for and consummation of its initial public
offering (the "Offering"). During 1994, 1995, 1996, 1997 and 1998,
activities were limited to investigating and preparing for potential
acquisitions.
NOTE 2: Capitalization
The Offering commenced March 8, 1993 (the effective date of its Form
SB-2 registration statement) and concluded on March 19, 1993. The
Company sold to the public, through its underwriter, Westminster
Securities Corp. (the "Underwriter"), on a firm-commitment basis, a
total of 11,500 shares of common stock, par value $.001 per share (the
"Shares"), at $6.00 per Share, including the exercise of the
Underwriter's overallotment option.
The Company received net proceeds of $60,042 after deduction of $8,970
in underwriting commissions and discounts. Additional offering expenses
totalled $25,531, of which $20,607 was paid as of March 31, 1993, with
the balance paid during the fiscal year ended March 31, 1994.
Officers and directors are reimbursed for out-of-pocket expenses
incurred in the investigation of Business Combination candidates on the
Company's behalf including travel expenses.
The Underwriter purchased 1,000 nonredeemable Underwriter Warrants for
$.0125 each. Each underwriter warrant may be exercised by the registered
holder to purchase one share for $7.20 during a four-year exercise
period commencing March 8, 1994.
PAGE 9 OF 15 PAGES
<PAGE> 10
BISHOP EQUITIES, INC. - A Development Stage Enterprise
Notes to financial statements - continued
The exercise price and number of Shares purchasable are subject to
anti-dilution adjustment upon occurrence of certain events.
The Company has undertaken to include the Underwriter Warrants in
any registration statement it may file during a six-year period
commencing March 8, 1994, and to file a registration statement
containing the Underwriter Warrants and/or underlying Shares at
the request of the holders on two occasions during a five-year
period commencing March 8, 1993. The Underwriter has executed an
undertaking that any registration of the Underwriter Warrants will
be for exercise, not distribution.
The amount of paid-in capital was reduced by the amount of Deferred
Offering costs, and the costs of the Offering were offset against
the proceeds of the Offering.
NOTE 3: Employees; Related Party Transactions
The Company's officers are its only employees. During the year ended
March 31, 1998, no officer received compensation for serving in such
capacity.
The officers and directors have limited experience in evaluating
businesses and are expected to devote only a minimal portion of their
time to the Company's affairs.
NOTE 4: Lease Commitment
The Company has no lease commitment and maintains a rent-free mailing
address in the office of its president at 355 South End Avenue, Suite
22B, New York, New York 10280.
NOTE 5: Conflicts of Interest
Certain conflicts of interest will continue to exist between the
Company and its officers and directors, each of whom has other
business interests to which she devotes substantial attention. Each
officer and director is expected to continue in such activities,
which could detract from management time necessary for the Company's
affairs.
The officers and directors hold similar positions in, and are major
shareholders of, other public 'blank check' companies and may also
become involved with other corporations which may file registration
statements for blank check offerings, all of which may compete with
the Company for available opportunities.
PAGE 10 OF 15 PAGES
<PAGE> 11
BISHOP EQUITIES, INC. - A Development Stage Enterprise
Notes to financial statements - continued
Management has established a limited policy for handling potential
conflicts of interest which may arise. The Company intends not to
conduct any business transaction with an entity in which its officers,
directors, major shareholders, or their affiliates or associates, have
an ownership interest. Further, the Company intends not to join in any
type of business combination with any of the other corporations in
which its officers and directors are involved in the same or similar
capacities.
The public offerings of all of the blank check ventures in which the
Company's president has been involved were also underwritten by the
Company's underwriter, Westminster Securities Corp. The Company's
independent auditor, Jody M. Weber, CPA, served as the independent
auditor for each.
Business Combination candidates are expected to become available
primarily through the personal contacts of the Company's officers and
directors, and the Company has not present intention to engage
professional firms specializing in business acquisitions or
reorganizations, nor to retain, hire or utilize any consultants. No
finders fees will be paid to any party in connection with a Business
Combination. No prediction can be made as to the costs of identifying
a suitable candidate for a Business Combination, or of consummating
such a transaction.
NOTE 6: Risk Factors
The Company has no history of operations or revenues and is in the
early stages of development.
The Company presently has limited working capital and its ability to
begin its proposed activities, i.e., the investigation of Business
Combination candidates, and operate as a going concern, is contingent
upon locating a merger or acquisition candidate deemed suitable and
consummating such transaction. The Company's capital has been deemed
sufficient to commence only very limited operations.
NOTE 7: "Blue Sky Laws"
The Company's Securities may not be traded in states or jurisdictions
which prohibit the trading of the securities of "blank check"
companies, unless a waiver or exemption is available, or unless
registration is permitted and accomplished. Upon the Company's
completion of a Business Combination, its securities may become
eligible for sale in additional states.
PAGE 11 OF 15 PAGES
<PAGE> 12
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Company has two directors, who are also its officers and sole
promoters. Each has served in the positions shown since the Company's inception,
and is expected to continue to serve until the earlier of: (a) the consummation
of a Business Combination; or (b) after the next annual meeting of shareholders
and until her successor has been elected and has qualified.
DEBORAH A. SALERNO, age 44, the Company's president and a director,
owns and operates DAS Consulting, Inc., a financial consulting company in New
York City. Ms. Salerno serves as an officer and director of Strategic
Acquisitions, Inc., a blank check company which has not yet consummated a
Business Combination.
Ms. Salerno was an officer and director of the following public
companies, all blank check entities which have completed corporate acquisitions
(the name in parentheses indicates the post-acquisition name): Amsterdam
Capital Corporation (Care Concepts, Inc.); West End Ventures, Inc. (Future
Medical Technologies, Inc.); Sharon Capital Corporation, (Process Engineers,
Inc.); Fulton Ventures, Inc. (Triad Warranty Corporation); Elmwood Capital
Corporation (Environmental Solutions, Inc.); Carnegie Capital Corporation
(National Building Supply); South End Ventures, Inc. (Shore Group, Inc.); and
Ilard Funding, Inc., which acquired Marinex Multimedia Corp. (later changed to
Texas Equipment Corp.).
Ms. Salerno was registered with the National Association of
Securities Dealers, Inc. from 1980 until 1988, including a registration as a
principal of a broker-dealer. During those years she held various positions
with the following firms: Greentree Securities; Yves Hentic & Company, Inc.;
Bodkin Securities; Wellshire Securities, Inc.; Magna Securities, Inc.; Ivan F.
Boesky; Jonathan Alan and Co., Inc.; and Alison, Baer Securities, Inc. in Boca
Raton, Florida.
MAUREEN ABATO, age 39, has served as the Company's counsel,
secretary-treasurer and a director since its inception. Ms. Abato graduated from
New York University (1980) and Brooklyn Law School (1984) and has been in
private legal practice in New York City since March 1985. She was an owner of
Metropolitan Stock Transfer Company from 1985 until 1989, and during 1988 and
1989 she was a director of, and general counsel to, Medizone International,
Inc., a public company engaged in research and development of medical
applications of ozone. Ms. Abato formerly served as an officer and director of
Avalon Enterprises, Inc., a blank check company which completed a public
offering in March 1991 and later acquired Southern Corrections Systems, Inc.
(renamed Avalon Community Services, Inc.).
PAGE 12 OF 15 PAGES
<PAGE> 13
Ms. Abato was until recently an officer and director of Coronado
Communications Corp. (formerly Coronado Capital Corp.) which completed a Rule
504 offering in April, 1997. She was also the secretary-treasurer and a
director of Davenport Ventures, Inc., a company which conducted a Rule 504
stock offering during 1998 and was later acquired. She is presently an officer
and director of The Enterprise, Inc., a company which completed a stock
offering.
Item 10. EXECUTIVE COMPENSATION.
(a) During the year ended March 31, 1998, no compensation was paid to any
officer for service in such capacity.
(b) The Company has no employment agreement with either of its officers,
both of whom are expected to continue to devote only a minimal portion of their
time to the Company's affairs, until a Business Combination has been
consummated, whereupon they are expected to resign in favor of the management
of the private company acquired or merged with.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Shown in the following table are those individuals known to the Company to
be the beneficial owners of more than five percent of any class of its voting
securities, consisting of shares of common stock, par value $.001 per share.
Also shown are the number of shares beneficially owned by the Company's
directors, and by the officers and directors as a group.
Percentage of
Number of Name and address outstanding shares
shares owned of beneficial owner owned
- -------------- ---------------------------- ------------------
425,000 Deborah A. Salerno
355 South End Avenue #22B
New York, NY 10280 83%
75,000 Maureen Abato
330 East 39th Street #36C
New York, NY 10016 15%
500,000 Officers and directors
as a group (two persons) 98%
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended March 31, 1998, the Company was not a party
to any transaction with its directors, officers, principal securityholders or
the affiliates of any of them, involving an amount exceeding $60,000. The only
transactions consisted of the payment of legal fees and repayment of
disbursements.
Bills submitted by Ms. Abato for continuing legal services rendered on
behalf of the Company will be paid at a discount to Ms. Abato's current hourly
rate, or on a project basis.
PAGE 13 OF 15 PAGES
<PAGE> 14
Disbursements made on the Company's behalf will be reimbursed.
Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
(a) Filed herewith are an audited balance sheet and footnotes as of
March 31, 1997 and March 31, 1998 and related statements of income and
expenses, cash flows, and stockholders' equity.
The following documents, previously filed with the Company's
registration statement on Form SB-2, are incorporated by reference:
Certificate of Incorporation and By-Laws
(b) Reports on Form 8-K - None
PAGE 14 OF 15 PAGES
<PAGE> 15
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BISHOP EQUITIES, INC.
By: /s/
-------------------------
Maureen Abato
Secretary-Treasurer
Dated: July 7, 1998
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
By: /s/
-------------------------
Deborah A. Salerno
President and Director
Dated: July 7, 1998
By: /s/
-------------------------
Maureen Abato, Secretary-
Treasurer and Director
Dated: July 7, 1998
SUPPLEMENTAL INFORMATION: A proxy statement is not being furnished at this
time, nor has Registrant furnished its shareholders with annual reports. Copies
of an annual report for the year ended March 31, 1998, if distributed
subsequent to the filing date hereof, will be furnished to the Commission when
available.
PAGE 15 OF 15 PAGES
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 754
<CURRENT-LIABILITIES> 1979
<BONDS> 0
0
0
<COMMON> 511
<OTHER-SE> 511
<TOTAL-LIABILITY-AND-EQUITY> 754
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1979
<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>
