<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
Commission file number: 0-22520
AVIC GROUP INTERNATIONAL, INC.
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(Name of small business issuer specified in its charter)
Delaware 52-1989122
------------------------------- --------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
599 Lexington Avenue, 44th Floor, New York, New York 10022
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(Address of principal executive offices, including zip code)
212-319-9160
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
--------------------------------------------------------
(Title of Class)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of the ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MARCH 31, 1996, as set forth in the pages attached
hereto:
1. ITEM 13 - Exhibits and Reports on Form 8-K.
2. EXHIBITS - Exhibit 27 (Financial Data Schedule).
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PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
A. FINANCIAL STATEMENTS
Consolidated balance sheets of AVIC Group International, Inc. and
subsidiary (a development stage company) as of March 31, 1996 and 1995, and
the related statements of operations, stockholders' equity (deficiency) and
cash flows for the years then ended.
B. REPORTS ON FORM 8-K
Current Reports on Form 8-K dated January 16, 1996 and February 5, 1996.
C. OTHER EXHIBITS
2.1 Agreement for Sale of Assets by and between ITV Communications,
Inc. and Netmatics, Inc., dated January 11, 1996, and Promissory
Note and Security Agreement dated January 16, 1996(1)
3.1 Amendments to Articles of Incorporation dated June 7, 1996 and June
10, 1996(5)
10.1 1996 Stock Option Plan(2)
10.2 Real property lease between Lexreal Associates and AVIC Group
International, Inc. dated May 8, 1995(2)
10.3 Employment Agreement between Joseph R. Wright, Jr., and AVIC Group
International, Inc. dated as of April 15, 1995(3), and amendment
thereto dated as of November 21, 1995(4)
10.4 Employment Agreement between Michael Lim and the Company, dated as
of November 6, 1995(4)
10.5 Employment Agreement between Xiao Jun and the Company, dated as of
January 1, 1996(4)
10.6 Consulting Agreement between American CATCH Communication Group Co.
and the Company, dated November 30, 1995(4)
10.7 Consulting Agreement between Michael Markow and the Company, dated
December 15, 1995(4)
10.8 China Paging Networks Preliminary Agreement between Beijing CATCH
Communication Group Company and the Company dated April, 1995(3)
10.9 Mobile Telephone Network Preliminary Agreement between Beijing
CATCH Communication Group Company and the Company dated April 27,
1995(3)
10.10 Cellular Telephone Network Preliminary Agreement between Beijing
CATCH Communication Group Company, Tweedia International Ltd. and
the Company dated April, 1995(3)
10.11 Memorandum of Understanding between the Company and Hebei United
Telecommunications Equipment Company dated May 1, 1995(3)
10.12 Master Agreement and Right of First Refusal between Beijing CATCH
Communication Group Company and the Company dated December 21,
1995(4)
2
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10.13 Letter of Intent between Hebei United Telecommunications Equipment
Co. and the Company dated October 10, 1995(4)
10.14 Joint Venture Contract between Beijing CATCH Communication Group
Co. and the Company dated June 11, 1996(5)
10.15 Joint Venture Contract between Hebei United Telecommunication
Equipment Company and NTT dated December 22, 1995(5)
10.16 Agreement between Hebei United Telecommunication Equipment Company
and the Company dated March 22, 1996(5)
21.1 List of subsidiaries of the Company(5)
27 Financial Data Schedule
_______________________
1. Filed as part of the Company's Current Report on Form 8-K dated January
19, 1996.
2. Filed as part of the Company's Transition Report on Form 10-KSB for the
Transition Period from October 1, 1994 to March 31, 1995.
3. Filed as part of the Company's Current Report on Form 8-K dated May 1,
1995.
4. Filed as part of the Company's Current Report on Form 8-K dated December
22, 1995.
5. Filed as part of the Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1996.
3
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Certain documents listed above as exhibits to this Report on Form 10-KSB
are incorporated by reference from other documents previously filed by the
Company with the Commission as follows:
Previous Filing Exhibit Number
Incorporated by Reference in Form 10-KSB
------------------------- --------------
1. Current Report on Form 8-K
dated as of January 19, 1996 2.1
2. Transition Report on Form
10-KSB for the Transition
Period from October 1, 1994
to March 31, 1995 10.1, 10.2
3. Current Report on Form 8-K
dated as of May 4, 1995 10.3,10.8-10.11
4. Current Report on Form 8-K
dated as of December 22, 1995 10.3-10.7,10.12-10.13
5. Annual Report on Form 10-KSB
for the fiscal year ended
March 31, 1996 3.1, 10.14-10.16, 21.1
4
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: August 28, 1996 AVIC GROUP INTERNATIONAL, INC.
By: /s/ Joseph R. Wright, Jr.
--------------------------
Joseph R. Wright, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated below.
AVIC GROUP INTERNATIONAL, INC.
Dated: August 28, 1996 By: /s/ Joseph R. Wright, Jr.
--------------------------
Joseph R. Wright, Jr.
Chief Executive Officer
Dated: August 28, 1996 By: /s/ Michael J. Lim
--------------------------
Michael J. Lim
Chief Financial Officer
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AVIC GROUP
INTERNATIONAL, INC.'S FORM 10-KSB FOR THE YEAR ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 185,889
<SECURITIES> 0
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<ALLOWANCES> 0
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<CURRENT-ASSETS> 246,567
<PP&E> 95,789
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<TOTAL-ASSETS> 6,232,536
<CURRENT-LIABILITIES> 4,081,606
<BONDS> 0
0
1,524
<COMMON> 28,437
<OTHER-SE> 2,120,969
<TOTAL-LIABILITY-AND-EQUITY> 6,232,536
<SALES> 683,733
<TOTAL-REVENUES> 683,733
<CGS> 637,065
<TOTAL-COSTS> 5,132,264
<OTHER-EXPENSES> 591,343
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<INCOME-PRETAX> (5,281,730)
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