SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
( x ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1994
( ) 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 No. 33-55254-40
COMPU-GRAPHICS, LTD.
(Name of small business issuer in its charter)
Nevada 87-0485311
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification)
of incorporation or organization)
440 Louisiana, Suite 475, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (713) 547-8900
Securities Registered Pursuant to Section 13 of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- -------------------- -----------------------------------------
None None
Securities Registered Pursuant to Section 15(d) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
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 twelve (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 ninety (90)
days. Yes ( x ) No ( )
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, 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-KSB or any amendment to
this Form 10-KSB. ( x )
The issuer's revenues for its most recent fiscal year were $0.00.
As of March 31, 1995, 1,000,000 shares of Common Stock of the Registrant
were outstanding. There was no market for the stock and accordingly there is no
aggregate market value.
DOCUMENTS INCORPORATED BY REFERENCE
No annual reports to security holders, proxy or information statements, or
prospectuses filed pursuant to Rule 424(b) or (c) have been incorporated by
reference in this report.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS....................................3
ITEM 2. DESCRIPTION OF PROPERTIES..................................3
ITEM 3. LEGAL PROCEEDINGS .........................................3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS......................................3
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS..............................4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.......................4
ITEM 7. FINANCIAL STATEMENTS.......................................4
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE..................10
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.......................11
ITEM 10. EXECUTIVE COMPENSATION....................................11
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT...................................11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............12
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K..........................12
SIGNATURES..................................................................13
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company
The Company was incorporated under the laws of Nevada on July 26, 1990. The
Company has had no operations to date. The Company was formed to review and make
investments or seek business opportunities in any industry. There are no present
plans or commitments with respect to any given business or industry and no
assurance can be given that the Company will be able to acquire suitable
business opportunities or that such business opportunities, if acquired, will be
successful. Investors should be aware of the scarcity of and competition for
business opportunities, as well as the lack of capital of the Company. The
Company has not yet engaged in any business operations in the sense that it has
generated any sales or profits. The Company is attempting to acquire assets and
properties in a variety of businesses by evaluating business plans submitted by
interested parties, but presently has no specific type of business, asset or
property which it contemplates acquiring.
The success of the Company is dependent upon management's ability to find
business opportunities on behalf of the Company. In merger/acquisition
transactions similar to those contemplated by the Company, present management
would be replaced by new management and additional shares would be issued as
consideration for the new assets being transferred into the Company. There may
be possible conflicts of interest in that all of the principal shareholders of
the Company are involved in other similar companies.
It is anticipated that the shareholders of the Company will be unable to
pass upon the merits of assets required under applicable law, the shareholders
may not be entitled to Dissenter's Rights or Rights to Appraisal upon a merger
or acquisition. Although the Company has been in existence since July 26, 1990,
it has no operational history and has yet to engage in business of any kind.
Management of the Company does not have any specific assets, business or
properties contemplated for purchase and therefore, an investment in the shares
of the Company involves an extremely high degree of risk. All risks inherent in
a new and inexperienced enterprise are inherent in the Company's business.
Furthermore, the Company will be subject to extensive regulatory obligations
under the Securities Exchange Act of 1934.
Financial Information About Industry Segments
The Company had no operating business and therefore can report no financial
information on industry segments.
ITEM 2. DESCRIPTION OF PROPERTIES
None
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies, during the fourth quarter of the Company's fiscal
year ended December 31, 1994.
3
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is available for trading in the over-the-counter
market. The following table sets forth the high and low bid price per share for
the Company's Common Stock for each full quarterly period within the two most
recent fiscal years.
<TABLE>
1994 1993
High Low High Low
------ ------ ------ ------
<S> <C> <C> <C> <C>
First Quarter No Quote No Quote
Second Quarter No Quote No Quote No Quote No Quote
Third Quarter No Quote No Quote No Quote No Quote
Fourth Quarter No Quote No Quote No Quote No Quote
</TABLE>
As of March 31, 1995, there was no quote for the stock
As of March 31, 1995, there were approximately 380 holders of record of the
Common Stock of the Company.
The Company has never declared or paid any cash dividend on its Common
Stock and does not expect to declare or pay any dividends in the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
As discussed above (see "ITEM 1. Description of Business"), the Company has
been in existence since July 26, 1990. It has no operational history and has yet
to engage in business of any kind. All risks inherent in a new and inexperienced
enterprise are inherent in the Company's business. The Company has not made a
formal study of the economic potential of any business. The Company has no
assets and no liabilities and no business opportunities are presently
contemplated for acquisition. In addition, the Company has no liquidity and no
presently available capital resources, such as credit lines, guarantees, etc.
All expenses have been paid by loans from shareholders.
Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like the Company's without
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the expense of
legal and accounting fees, and the length of time associated with the
registration process of "going public". However, should any of these conditions
change, it is very possible that there would be little or no economic value for
anyone taking over control of the Company.
ITEM 7. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditor Report.....................5
Balance Sheet..................................6
Statement of Operations........................7
Statement of Stockholders' Equity..............8
Statement of Cash Flows........................9
Notes to Financial Statements.................10
4
<PAGE>
The Board of Directors and Stockholders
Compu-Graphics, Ltd.
We have audited the accompanying balance sheet of Compu-Graphics, Ltd., a
development stage enterprise, as of December 31, 1994 and the related statements
of operations, stockholders' equity and cash flows for the year then ended, and
for the period from July 26, 1990 (date of inception) to December 31, 1994.
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. The Company's financial statements as of and for the year ended
December 31, 1993, and for the period July 26, 1990 (date of inception) through
December 31, 1993 were audited by other auditors whose report dated March 15,
1994, expressed an unqualified opinion of those statements. The financial
statements for the period July 26, 1990 (date of inception) through December 31,
1993, reflect no revenues and a net loss of $1,000 of the related totals. The
other auditors' report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior period, is based solely on the
report of such other auditors.
We conducted our audit 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 and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audit and the report of other auditors, such
financial statements present fairly, in all material aspects, the financial
position of Compu-Graphics, Ltd. as of December 31, 1994, and the results of its
operations and its cash flows for the year then ended and for the period from
July 26, 1990 (date of inception) to December 31, 1994 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company does not have assets or sources of revenue,
which raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might relate from the
outcome of this uncertainty.
/s/ Thomas Leger & Co. L.L.P.
Thomas Leger & Co. L.L.P.
November 21, 1997
Houston, Texas
5
<PAGE>
COMPU-GRAPHICS, LTD.
(A Development Stage Company)
Balance Sheets
Assets
As of December 31
-----------------
<TABLE>
1994 1993
---- ----
<S> <C> <C>
Current Assets
Cash $ 0 $ 0
------- -------
Total Current Assets 0 0
------- -------
Total Assets $ 0 $ 0
======= =======
Liabilities & Stockholders Equity
Current Liabilities $ 0 $ 0
------- -------
Total Liabilities $ 0 $ 0
------- -------
Stockholders Equity
Authorized shares 25,000,000
$0.001 par value; 1,000,000
outstanding at December 31, 1994
and at 1993 1,000 1,000
-------- -------
Deficit accumulated during
development stage (1,000) (1,000)
-------- -------
Total Stockholders Equity $ 0 $ 0
-------- -------
Total Liabilities & Stockholders Equity $ 0 $ 0
======== =======
</TABLE>
See Accountants' Report and Notes to the Financial Statements
6
<PAGE>
COMPU-GRAPHICS, LTD.
(A Development Stage Company)
Statement of Operations
<TABLE>
From Inception
For the year ended (July 26, 1990)
December 31, Through December 31,
1994 1993 1994
---- ---- ----
<S> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0
----------- ----------- -----------
EXPENSES
Administration Expenses 0 0 1,000
----------- ----------- -----------
Total Expenses $ 0 $ 0 $ 1,000
----------- ----------- -----------
NET (LOSS) $ 0 0 (1,000)
=========== =========== ===========
(LOSS) PER SHARE .00 .00 (.01)
=========== =========== ===========
AVERAGE SHARES
OUTSTANDING 1,000,000 1,000,000 1,000,000
=========== =========== ===========
</TABLE>
See Accountants' Report and Notes to the Financial Statements
<PAGE>
COMPU-GRAPHICS, LTD.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
Period from July 26, 1990 (Date of Inception) to December 31, 1994
Common Stock
<TABLE>
Shares Amount Accumulated Deficit
<S> <C> <C> <C>
Balance, July 26, 1990 (Date of
Inception) $ 0 $ 0 $ 0
Issuance of common stock
(restricted) at $.001 per
share, July 26, 1990 1,000,000 1000 0
Net loss from operations from July 26,
1990 (date of inception) to December
31, 1990 0
---------- ---------- ----------
Balance, December 31, 1990 1,000,000 1,000 (1,000)
Net loss from operations for the year
ended December 31, 1991 0
---------- ---------- ----------
Balance, December 31, 1991 1,000,000 1,000 (1,000)
Net loss from operations for the year -
ended December 31, 1992 0
---------- ---------- ----------
Balance, December 31, 1992 1,000,000 1,000 (1,000)
Net loss from operations for the year -
ended December 31, 1993 0
---------- ---------- ----------
Balance, December 31, 1993 1,000,000 1,000 (1,000)
Net loss from operations for the year
ended December 31, 1994 0
---------- ---------- ----------
Balance, December 31, 1994 1,000,000 1,000 (1,000)
========== ========== ==========
</TABLE>
See Accountants' Report and Notes to the Financial Statements
<PAGE>
COMPU-GRAPHICS, LTD.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended
December 31
---------------------------
<TABLE>
July 26, 1990 (Date of Inception)
1994 1993 to December 31, 1994
------- ------- ---------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ 0 $ 0 $(1,000)
Adjustments to reconcile net loss to
cash used in operating activities:
Amortization 0 0 0
------ ------ -------
Net Cash Used By Operating Activities 0 0 (1,000)
------ ------ -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 0 0 1,000
------ ------ -------
Net cash provided by financing activities 0 0 1,000
------ ------ -------
Net Increase (Decrease) in Cash 0 0 0
------ ------ -------
Cash at Beginning of Year 0 0 0
------ ------ -------
Cash at End of Year $ 0 $ 0 $ 0
====== ====== =======
</TABLE>
See Accountants' Reports and Notes to the Financial Statements
9
<PAGE>
Compu-Graphics, Ltd.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Compu-Graphics, Ltd., (a
development stage company). The Company was incorporated in the State of Nevada
on July 26, 1990. The Company was incorporated for the purpose of providing a
vehicle which could be used to raise capital and seek business opportunities
believed to hold a potential for profit.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
c. Earning (Loss) Per Share
The computations of earnings (loss) per share of common stock are based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Income Taxes
No provision for income taxes has been recorded due to operating losses at
December 31, 1994.
e. Capitalization
On July 26, 1990, the Company sold 1,000,000 shares of its common stock to
Capital General Corporation for $1,000 cash, or an average price of $.001 per
share. The Company's authorized capital stock consists of 25,000,000 shares of
common stock, $.001 par value.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating company.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On November 19, 1997, the Company dismissed its prior auditors, Smith &
Company and appointed Thomas Leger & Co. LLP as its new principal accountant to
audit its financial statements.
During the Company's two most recent fiscal years there were no
disagreements with Company's accountants on any matter of accounting principal
or practice, financial statement disclosure, or auditing scope or procedure.
Further, the previous accountant's report on the financialstatements for
the past two years did not contain an adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principal.
10
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information Regarding Present Directors and Executive Officers
The following table sets forth the names and ages of the present executive
officers and directors of the Company and the positions held by each.
Name Age Title
Craig Barton 54 President and Director
Hank Vanderkam 50 Secretary/Treasurer and Director
Each of the directors has been elected to serve until the next annual meet-
ing of the directors by the shareholders or until their respective successors
have been duly elected and shall have qualified.
Craig Barton was elected President and Director on July 1, 1994. Mr. Barton
has a degree in dentistry from the University of Southern California and is pre-
sently employed as a business consultant.
Hank Vanderkam was elected Secretary/Treasurer and Director on July 1,1994.
Mr. Vanderkam practices law in Houston, Texas.
Information Regarding Nominees for Election as Directors
All of the present directors have been nominated for re-election as
directors at the Company's next annual shareholders' meeting.
ITEM 10. EXECUTIVE COMPENSATION
No compensation has been paid to any officer, director or control person
during the prior three years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Management
No officer of director of the Company owned any shares of the Company,
either directly or beneficially.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of March 31, 1995, the number of shares
of the Company's Common Stock know to be held by beneficial owners of more than
five percent of the Company's Common Stock.
11
<PAGE>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
- ------------------- --------------------- ----------------
Capital General Corporation
3760 South Highland Drive
Suite 300
Salt Lake City, Utah 84106 420,700 42.07%
Hank Vanderkam, Trustee
440 Louisiana, Suite 475
Houston, Texas 77002 510,000 51.00%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COMPU-GRAPHICS, LTD.
By: /s/ Craig Barton
-----------------------------------
Craig Barton, President
Principal Executive Officer
Dated: November 21, 1997
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.
Signature Title Date
/s/ Craig Barton Craig Barton
- ------------------- President & Director November 21,
(Principal Executive Officer) 1997
/s/ Hank Vanderkam Hank Vanderkam
- ------------------- Secretary/Treasurer & Director
(Principal Accounting and Financial November 21,
Officer) 1997
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<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> 1000
<OTHER-SE> (1000)
<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>
