SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ ] 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, 1999
[ ] 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
LATIN AMERICAN TELECOMMUNICATIONS
VENTURE COMPANY - LATVCO
(Formerly Compu-Graphics Ltd.)
-----------------------------------------------
(Name of small business issuer in its charter)
Nevada 87-0485311
- -------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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 January 31, 2000, 10,000 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 ..........................................4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.........................................4
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........................................5
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.....................13
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT..........................13
ITEM 10. EXECUTIVE
COMPENSATION...............................................13
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................................13
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS...............................................14
ITEM 13. EXHIBITS AND REPORTS OF FORM
8-K........................................................14
SIGNATURES...................................................................15
<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, under applicable
law, will be unable to pass upon the merits of assets acquired and that they 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
3
<PAGE>
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, 1999.
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.
1999 1998
------ ------
High Low High Low
------ ----- ------ -----
First Quarter No Quote No Quote 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
As of March 15, 2000, there was no quote for the stock
As of March 15, 2000, 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 June 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.
4
<PAGE>
On September 1, 1998, the Board of Directors passed a resolution to approve
the establishment of a program for the placement in the Federative Republic of
Brazil of up to 4,945 (four thousand, nine hundred forty-five) Brazilian
Depository Receipts evidencing up to 98,900,000 (ninety-eight million, nine
hundred thousand) common shares to be issued by the Company ("BDRs Program") and
to approve the issuance of up to 98,900,000 (ninety-eight million, nine hundred
thousand) common shares under the BDRs Program, each of such shares to have a
subscription price of US$5.00 (five United States dollars). This resolution was
subsequently rescinded as the CVM (the Brazilian equivalent of the SEC) rejected
the Company's registration of the Brazilian Depository Receipts.
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
5
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
Latin American Telecommunications Venture Company - LATVCo.
(formerly Compu-Graphics Ltd.)
We have audited the accompanying balance sheet of Latin American
Telecommunications Venture Company - LATVCo. (formerly Compu-Graphics, Ltd.), a
development stage enterprise, as of December 31, 1999 and the related statements
of operations, stockholders' equity and cash flows for the year ended December
31, 1999. 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 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the report of other auditors provides 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 respects, the financial
position of Latin American Telecommunications Venture Company - LATVCo.
(formerly Compu-Graphics, Ltd.) as of December 31, 1999 and the results of its
operations and its cash flows for each of the two years in the period ended and
for the period from July 26, 1990 (date of inception) to December 31, 1999, 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 raises 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 result from the
outcome of this uncertainty.
Thomas Leger & Co. L.L.P.
March 20, 2000
Houston, Texas
6
<PAGE>
LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.
(Formerly Compu-Graphics Ltd.)
(A Development Stage Company)
Balance Sheet
ASSETS
As of December 31,
----------------------
1999 1998
------ ------
Cash $ - $ -
-------- -------
Total current assets - -
-------- -------
Total assets $ - $ -
======== =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities $ - $ -
-------- -------
Total liabilities - -
-------- -------
Stockholders' equity
Authorized shares, 99,000,000, $0.001 par value;
10,000 shares outstanding
at December 31, 1999, and at December 31, 1998,
10,000 shares 10 10
Additional paid in capital 990 99
Deficit accumulated during development stage (1,000) (1,000)
-------- -------
Total Stockholders' Equity - -
-------- -------
Total Liabilities & Stockholders' Equity $ - $ -
======== =======
See Accountant's Report and Notes to Financial Statements
7
<PAGE>
LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.
(Formerly Compu-Graphics Ltd.)
(A Development Stage Company)
Statement of Operations
For the Year Ended December 31, From Inception (July
1999 26, 1990) Through
December 31,
------------------------------- ------------------
1999 1998 1999
------ ------ ------
REVENUES $ - $ - $ -
------ ------ -------
EXPENSES
Administration Expenses
- - 1,000
------ ------ -------
Total Expenses
- - 1,000
------ ------ -------
NET (LOSS) $ - $ - $ (1,000)
====== ====== =======
- -
(LOSS) PER SHARE $ - $ - $ (.01)
====== ====== =======
AVERAGE SHARES
OUTSTANDING 10,000 10,000 10,000
======= ======= =======
See Accountant's Report and Notes to Financial Statements
8
<PAGE>
LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.
(Formerly Compu-graphics, Ltd.) (A Development
Stage Company)
Statement of Changes in Stockholders' Equity
Period from July 26, 1990 (Date of Inception) to December 31, 1999
<TABLE>
Common Stock
------------------- Accumulated
Shares Amount Paid in Capital Deficit
-------- -------- --------------- -----------
<S> <C> <C> <C> <C>
Balance, July 26, 1990 (Date of Inception) 0 $ 0 $ 0 $ 0
Issuance of common stock (restricted) at 1,000,000 1,000 0 0
$.001 per share, July 26, 1990
Net loss from operations from July 26, 1990 (1,000)
(date of inception) to December 31, 1990 --------- ------- ---------- ----------
Balance, December 31, 1990 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended 0
--------- ------- ---------- ----------
December 31, 1991
Balance, December 31, 1991 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended 0
--------- ------- ---------- ----------
December 31, 1992
Balance, December 31, 1992 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended 0
--------- ------- ---------- ----------
December 31, 1993
Balance, December 31, 1993 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended
December 31, 1994 0
--------- ------- ---------- ----------
Balance, December 31, 1994 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended 0
--------- ------- ---------- ----------
December 31, 1995
Balance, December 31, 1995 1,000,000 1,000 0 (1,000)
Net loss from operations for the year ended
December 31, 1996 0
--------- ------- ---------- ----------
Balance, December 31, 1996 1,000,000 1,000 0 (1,000)
Reclassification to Additional Paid In
Capital due to 1:100 Reverse Split (990,000) (990) (990) 0
--------- ------- ---------- ----------
Net loss from operations for the year ended
December 31, 1997 0
--------- ------- ---------- ----------
Balance, December 31, 1997 10,000 10 990 (1,000)
Net loss from operations for the year ended 0
December 31, 1998
Balance, December 31, 1998 10,000 10 990 (1,000)
Net loss from operations for the year ended
December 31, 1999 0
--------- ------- ---------- ----------
Balance, December 31, 1999 10,000 $ 10 $ 990 (1,000)
========= ======= ========== ==========
</TABLE>
See Accountant's Report and Notes to Financial Statements
9
<PAGE>
LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.
(Formerly Compu-graphics, Ltd.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
For the Year Ended December 31, From Inception
July 26, 1990 through
December 31,
-------------------------------- ----------------------
1999 1998 1999
------ ------ ------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ - $ - $ (1,000)
Net Loss
Adjustments to reconcile net loss to cash - - -
-------- -------- ---------
used in operating activities
Net Cash Used By Operating Activities - - (1,000)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES - - 1,000
-------- -------- ---------
Proceeds from issuance of common stock
Net cash provided by financing activities - - 1,000
-------- -------- ---------
Net Increase (Decrease) in Cash - - -
-------- -------- ---------
Cash at Beginning of Year - - -
-------- -------- ---------
Cash at End of Year $ - $ - $ -
-------- -------- ---------
</TABLE>
See Accountant's Report and Notes to Financial Statements
10
<PAGE>
LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.
(Formerly Compu-Graphics, Ltd.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The financial statements presented are those of Latin American
Telecommunications Venture Company - LATVCO. (formerly 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 that would present a potential
for profit.
B. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
C. Earnings (Loss) Per Share
The computations of 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, 1999.
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. On December 1, 1997 the Company reverse
split its shares on a 1:100 basis and changed it's authorized capital
stock to consist of 99,000,000 shares of common stock, $.001 par value
and 1,000,000 shares of preferred stock, $.001 par value. None of the
preferred stock is outstanding. The board of directors is authorized
to provide for the issuance of preferred stock in series, to establish
from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and the rights
of the shares of each such series and the qualifications, limitation
or restriction, thereof included but not limited to divided rate,
voting right, conversion privileges, redemption rights and other
rights, preferences and limitations. Dividends shall be paid or
declared and set apart for payment on the preferred stock before
dividends shall be paid or declared or set apart for common stock.
11
<PAGE>
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.
12
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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 financial statements for the
past two years did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principal.
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 59 President and Director
Hank Vanderkam 55 Secretary/Treasurer and Director
Each of the directors has been elected to serve until the next annual
meeting 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
presently employed as a business consultant.
Hank Vanderkam was elected Secretary/Treasurer and Director on July 1,
1994. Mr. Vanderkam is a certified public accountant and attorney and 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.
13
<PAGE>
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 15, 2000 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.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
--------------------- ----------------------- -------------------
Hank Vanderkam, Trustee
440 Louisiana, Suite 475
Houston, Texas 77002 8,800 88%
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
14
<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.
LATIN AMERICAN TELECOMMUNICATIONS
VENTURE COMPANY - LATVCO.
By /s/ Craig Barton
------------------------
Craig Barton, President
Dated: March 31, 2000
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 President & Director March 31, 2000
- ---------------------
Craig Barton (Principal Executive Officer)
/s/ Hank Vanderkam Secretary/Treasurer & Director
- --------------------- (Principal Accounting and Financial March 31, 2000
Hank Vanderkam Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<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> 10
<OTHER-SE> (10)
<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-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
