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
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File No. 0-23208
COMSTOCK TAILINGS COMPANY, INC.
(Name of small business issuer in its charter)
Nevada 84-1251553
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2692 Juniper
Boulder, Colorado 80304
(303) 541-9342
(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
(Title of class)
Check whether the issuer (1) 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 (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 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 no disclosure
will 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.
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
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State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: As of March 27, 1997: $0.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
March 27, 1997 there were 500,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: Form 8-K dated March 24, 1997,
which is incorporated into Part I of this Form 10-KSB by reference
thereto.
This Form 10-KSB consists of Twenty-Nine pages.
Exhibit Index is Located at Page Twenty-Eight.
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TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
COMSTOCK TAILINGS COMPANY, INC.
PAGE
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 9
Item 3. Legal Proceedings........................... 9
Item 4. Submission of Matters to a Vote of
Security Holders........................ 9
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 9
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 10
Item 7. Financial Statements........................ 11
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 22
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 22
Item 10. Executive Compensation...................... 24
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 25
Item 12. Certain Relationships and Related
Transactions............................ 26
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 28
SIGNATURES............................................. 22
EXHIBIT INDEX ......................................... 24
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Comstock Tailings Company, Incorporated (the "Company" or
"Company") was incorporated under the laws of the State of Nevada
on May 13, 1988, for the purpose of engaging in the acquisition and
development of minerals, metals and other natural resource products
and the related operations applicable to such activities. Other
than issuing shares to its original shareholders, the Company never
commenced activities relating to its original business purpose.
The Company has 500,000 shares of its Common Stock issued, which
are held by 16 persons. In May 1988, the Company authorized the
issuance of these 500,000 shares in exchange for services valued at
$500.00. In September 1993, the Board of Directors of the Company
elected to change the Company's principal business purpose to those
activities described below under Item 6, "Management's Discussion
and Analysis of Financial Condition and Results of Operations -
Plan of Operation". As such, the Company can be defined as a
"shell" company whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, who will not
release these respective certificates until such time as legal
counsel has confirmed that a merger or acquisition has been
successfully consummated. However, while management believes that
the procedures established to preclude any sale of the Company's
securities prior to closing of a merger or acquisition will be
sufficient, there can be no assurances that the procedures
established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
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desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See "Item 7 - Financial Statements." This
lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
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requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst.
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its
attention through present associations of the Company's officers
and directors, or by the Company's shareholders. In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors. Officers and directors of the Company will meet
personally with management and key personnel of the business
opportunity as part of their investigation. To the extent
possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely
upon their own efforts and, to a much lesser extent, the efforts of
the Company's shareholders, in accomplishing the business purposes
of the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
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The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
Management of the Company is of the opinion that the business
objectives of the Company remain viable, despite the Company's
failure to merge with or acquire another business entity to date.
Management of the Company continues to review potential merger
candidates and acquisition opportunities.
Subsequent Event
In March, 1997, the Company executed a letter of intent to
acquire all of the issued and outstanding common stock of Iron
Holdings Corp., a New York corporation ("IHC"). The relevant
information concerning this proposed transaction was included in a
Form 8-K filed with the Securities and Exchange Commission on March
24, 1997, which contents are hereby incorporated by reference as if
set forth.
Management is presently undertaking a due diligence review of
the information provided to it by IHC. Upon completion of this
review and confirmation by the Company's Board that the
representations made by IHC to the Company concerning IHC's
business opportunity, financial statements and history are
accurate, it is anticipated that the transaction will close.
Pursuant to the laws of the state of Nevada, a majority of the
Company's shareholders are required to be obtained to undertake
such a transaction. The Company's present Board of Directors owns
in excess of 50% of the Company's issued and outstanding voting
securities, so if they elect to proceed, it is likely the proposed
transaction will be successfully consummated. However, as of the
date of this report there can be no assurances that the proposed
IHC transaction with the Company will successfully close.
Previous "Blind Pool" Experience.
Mr. Feinberg was a director and Ms. Maisch an officer and
director of Convergence, Inc. ("Convergence"), a publicly held
"blind pool" company whose business plan used to be similar to that
of the Company. Ms. Maisch was appointed as a director of
Convergence in September 1993 and was appointed as Secretary/
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Treasurer of the Company in November 1993. Mr. Feinberg was also
appointed as a director in November 1993.
Convergence completed its initial public offering in August,
1988, wherein it sold 60,000,000 units to the public and received
gross proceeds of $600,000 from such sale ($.01 per unit). Each
unit consisted of one share of common stock and one warrant to
purchase one share of common stock. The warrants have subsequently
expired without any being exercised.
Neither Mr. Feinberg nor Ms. Maisch were involved with
Convergence in any fashion until the end of calendar year 1993. On
April 25, 1994, the company consummated a merger with DER
Duplicating Services, Inc., Hallandale, Florida ("DER"), a company
engaged in the manufacturing and duplication of video cassettes,
wherein the company agreed to issue shares of its common stock
equal to 90% interest to the shareholders of DER. The aforesaid
transaction was approved by an affirmative vote of the Convergence
shareholders, who also approved an amendment to the company's
Articles of Incorporation, changing the name of Convergence to DER
Entertainment, Inc. However, on December 23, 1994, the Company
elected to rescind this transaction because conditions subsequent
to the closing of the transaction were not met by DER. Thereafter,
on May 2, 1995, the company consummated a merger with Fidelity
Medical, Inc. ("FMI"), a New Jersey corporation engaged in the
development and marketing of systems for electronic processing,
storage and review of X-Ray images generated during certain
diagnostic and therapeutic medical procedures, wherein the Company
effected a reverse split and issued 4,800,000 shares of its common
stock equal to approximately 90% interest to the shareholders of
FMI. The aforesaid transaction was approved by an affirmative vote
of the Company's shareholders, who also approved an amendment to
the company's Articles of Incorporation, changing the name of the
Company to Medical Laser Technologies, Inc. ("MLT"). Upon the
closing of the transaction, Mr. Feinberg and Ms. Maisch resigned
their respective positions as officers and/or directors of the
Company. Neither person received any compensation, either directly
or indirectly, as part of the applicable terms of the transaction.
As of the date of this report, MLT is listed and trading on the OTC
Bulletin Board under the symbol "MLTI."
The foregoing is a complete description of all "blank check"
companies with whom management of the Company has been, or is,
involved.
Employees
During the fiscal year ended December 31, 1996, the Company
had two nonsalaried employees, its President, Joel Feinberg and its
Secretary-Treasurer, Suzanne Maisch. See "Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act."
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ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company presently maintains its principal
offices at the home of its Secretary and pays no rent on such
offices. As of the date of this report, the Company does not
utilize any space or own any furniture that would generate the need
for any rent expense. See "Item 7. Financial Statements." The
Company reimburses the Secretary for any out-of-pocket costs
incurred by the Secretary on behalf of the Company, such as long
distance telephone toll charges, office supplies and small,
miscellaneous expenses.
Other Property. The Company owns no other property.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information. There is presently no trading market
for the common or preferred equity of the Company.
(b) Holders. There are sixteen (16) holders of the Company's
Common Stock.
As of the date of this report all 500,000 shares of the
Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general and
beginning April 29, 1997, under Rule 144, a person (or persons
whose shares are aggregated) who has satisfied a one year holding
period, under certain circumstances, may sell within any three-
month period a number of shares which does not exceed the greater
of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitation by a person who has
satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
Until April 29, 1997, the previous limitations are for two years
and three years, respectively.
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(c) Dividends.
(1) The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended December 31, 1997, unless the Company successfully
consummates a merger or acquisition. There can be no assurances
that a dividend will be issued even if a merger or acquisition is
so consummated.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Plan of Operation.
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration
statement.
The Company's Board of Directors intends to provide the
Company's shareholders with complete disclosure documentation
concerning a potential business opportunity and the structure of
the proposed business combination prior to consummation of the
same, which disclosure is intended to be in the form of a proxy
statement. While such disclosure may include audited financial
statements of such a target entity, there is no assurance that such
audited financial statements will be available. The Board of
Directors does intend to obtain certain assurances of value of the
target entity assets prior to consummating such a transaction, with
further assurances that an audited statement would be provided
within sixty days after closing of such a transaction. Closing
documents relative thereto will include representations that the
value of the assets conveyed to or otherwise so transferred will
not materially differ from the representations included in such
closing documents, or the transaction will be voidable.
The Company has no full time employees. The Company's
President and Secretary-Treasurer have agreed to allocate a portion
of their time to the activities of the Company, without
compensation. These officers anticipate that the business plan of
the Company can be implemented by their devoting approximately 20
hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers. See "Item 9. Directors,
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Executive Officers, Promotors and Control Persons; Compliance With
Section 16(b) of the Exchange Act - Resumes."
Because the Company presently has nominal overhead and no
other material financial obligations, management of the Company
believes that the Company's short term cash requirements can be
satisfied by management injecting whatever nominal amounts of cash
into the Company to cover these incidental expenses. There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.
ITEM 7. FINANCIAL STATEMENTS
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COMSTOCK TAILINGS COMPANY, INCORPORATED
FINANCIAL STATEMENTS
with
INDEPENDENT AUDITORS' REPORT
For The Period May 13, 1988 (Inception) Through December 31, 1996
12
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Table of Contents
Independent Auditors' Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Statement of Shareholders' Equity 5
Notes to Financial Statements 6-8
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Kish, Leake & Associates, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
Independent Auditors' Report
We have audited the accompanying balance sheet of Comstock
Tailings Company, Incorporated (a developmental stage company),
as of December 31, 1996, and the related statements of income,
shareholders' equity and cash flows for the fiscal year ended
December 31, 1996 and 1995 and May 13, 1988 (Inception) through
December 31, 1996. 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.
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
the overall financial statement presentation. We believe that
our audit 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 Comstock Tailings Company Incorporated at December 31, 1996
and the results of its operations and its cash flows for the
fiscal years ended December 31,1996 and 1995, and the period May
13, 1988 (Inception) through December 31,1996 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 4 to the financial statements, the Company is in the
development stage and has no operations as of December 31, 1996.
The lack of sufficient working capital to operate as of December
31, 1996 raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters
are also described in Note 4. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
s/Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 20, 1997
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<TABLE>
Comstock Tailings Company, Incorporated
(A Development Stage Company)
Balance Sheet
_________________________________________________________________
<CAPTION>
December
NOTES 31, 1996
_____ ________
<S> <C> <C>
ASSETS $ 0
________
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable 10,344
________
SHAREHOLDERS' EQUITY 1,2
Common Stock, Par Value
$.001 Per Share; Authorized
500,000,000 Shares; Issued
And Outstanding 500,000 Shares 500
Capital Paid In Excess Of
Par Value Of Common Stock 2,400
Deficit Accumulated During
The Development Stage (13,244)
________
TOTAL SHAREHOLDERS' EQUITY (10,344)
________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
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<TABLE>
Comstock Tailings Company, Incorporated
(A Development Stage Company)
Statement Of Operations
_________________________________________________________________
<CAPTION>
May
13, 1988
(Inception)
Through
December December December
NOTES 31, 1996 31, 1995 31, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses
Bank Charges 0 21 $ 21
Professional Fees 6,378 4,966 $ 11,344
________ ________ ________
Total Expenses 6,378 4,987 $ 11,365
________ ________ ________
Net (Loss) ($6,378) ($4,987) ($ 11,365)
________ ________ ________
Net (Loss) Per
Common Share 1 ($0.01) ($0.01) ($0.02)
________ ________ ________
Common Shares
Outstanding 2 500,000 500,000 500,000
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
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<TABLE>
Comstock Tailings Company, Incorporated
(A Development Stage Company)
Statement Of Cash Flows
_________________________________________________________________
<CAPTION>
May
13, 1988
(Inception)
Through
December December December
NOTES 31, 1996 31, 1995 31, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage ($ 6,378) ($ 4,987) ($ 11,365)
Increase in Accounts Payable 5,378 4,966 5,378
Cash Flows From Operations (1,000) (21) (5,987)
________ ________ ________
Cash Flows From Financing
Activities:
Loan from Shareholders 0 0 1,400
Issuance Of Common Stock 0 0 500
Additional Paid In Capital 1,000 0 1,000
Cash Flows From Financing 1,000 0 2,900
________ ________ ________
Net Increase In Cash 0 (21) 0
Cash At Beginning Of Period 0 21 0
Cash At End Of Period $ 0 $ 0 $ 0
Summary Of Non-Cash Investing And Financing Activities:
Note payable to shareholder was released and reclassed
to capital.
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
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<TABLE>
Comstock Tailings Company, Incorporated
(A Development Stage Company)
Statement Of Shareholders' Equity
______________________________________________________________________
<CAPTION>
Deficit
Accumulated
Number Of Additional During The
Common Common Paid-In Development
Notes Shares Stock Capital Stage Total
_____ _________ ______ __________ ____________ _______
<S> <C> <C> <C> <C> <C> <C>
Balance At
May 13, 1988 0 0 0 0 0
Issuance Of
Common Stock: 1,2
May 13, 1988 -
Services At
$.001 Per Share 500,000 $ 500 $ 500
Net (Loss) (500) (500)
_________ ______ __________ ___________ ______
Balance At
December 31, 1988,
1989, 1990, 1991,
1992, & 1993 500,000 500 $ 0 ($ 500) $ 0
_________ ______ __________ ___________ ______
Net (Loss) (1,379) (1,379)
_________ ______ __________ ___________ ______
Balance at
December 31, 1994 500,000 500 0 (1,879) (1,379)
_________ ______ __________ ___________ ______
Net (Loss) (4,987) (4,987)
Contribution of
Capital 1,400 1,400
_________ ______ __________ ___________ ______
Balance at
December 31, 1995 500,000 500 1,400 (6,866) (4,966)
_________ ______ __________ ___________ ______
Net (Loss) (6,378) (6,378)
Contribution
of Capital 1,000 1,000
Balance at
December 31, 1996 500,000 $ 500 $ 2,400 ($ 13,244) ($10,344)
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
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Comstock Tailings Company, Incorporated
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1996
Note 1 - Organization and Summary of Significant Accounting
Policies
Organization:
On May 13, 1988, Comstock Tailings Company Incorporated (the
Company) was incorporated under the laws of Nevada, for the
purpose of engaging in the acquisition and development of
minerals, metals, and other natural resource products and the
related operations applicable to such activities. Other than
issuing shares to its original shareholders, the Company never
commenced activities relating to its original business purpose.
In September 1993 the Board Of Directors of the Company elected
to change the Company's principal business purpose to engage in
selected mergers and acquisitions.
The Company has not engaged in any operations, generated any
revenue or identified any merger or acquisition candidate which
it is prepared to acquire.
Income Taxes:
The Company has made no provision for income taxes because there
have been no operations to date causing income for financial
statement or tax purposes. The Company has not yet filed any
income tax returns.
Net (Loss) Per Common Share:
The net (loss) per common share is computed by dividing the net
(Loss) for the period by the number of shares outstanding at
December 31, 1996 and December 31, 1995.
Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts.
Actual results could differ from those estimates.
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Comstock Tailings Company, Incorporated
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1996
Note 2 - Capital Stock and Capital in Excess of par Value
Common Stock:
The Company initially authorized 500,000,000 shares of $.001 par
value common stock.
On May 13, 1988, the Company issued 500,000 shares of common
stock for services valued at $.001 per share. The Company has
declared no dividends through December 31, 1996.
Note 3 - Related Party Events
The Company maintains an address, provided by the Company's
Secretary, located at 2692 Juniper, Boulder, Colorado, 80304.
Note 4 - Basis of Presentation
In the course of its development activities, the Company has
sustained continuing losses and expects such losses to continue
in the foreseeable future. The Company plans to continue
financing its operations with stock sales and in the longer term,
revenues, from its operations. The Company's ability to continue
as a going concern is dependent upon the successful completion of
its private placement, additional financing and, ultimately, upon
achieving profitable operations.
-7-
20
<PAGE>
Comstock Tailings Company, Incorporated
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1996
Note 5 - Subsequent Event
In March 1997, the Company executed a letter of intent to acquire
all of the issued and outstanding common stock of Iron Holdings
Corp., a New York corporation ("IHC"). The Company intends to
issue 4,500,000 "restricted" common shares, representing 90% of
the Company's then outstanding common stock, in exchange for all
of the issued and outstanding shares if IHC.
Management is presently undertaking a due diligence review of the
information provided to it by IHC. Upon completion of this
review and confirmation by the Company's Board that the
representations made by IHC to the Company concerning IHC's
business opportunity, financial statements and history, it is
anticipated that the transaction will close, as pursuant to the
laws of the state of Nevada, a majority of the Company's shares
are required to be obtained to undertake such a transaction. The
Company's present Board of Directors owns in excess of 50% of the
Company's issued and outstanding voting securities. However, as
of the date of this report there can be no assurances that the
proposed IHC transaction with the Company will successfully
close.
-8-
21
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next
annual meeting of shareholders and until their successors are
duly elected and qualified. Officers continue in office at the
pleasure of the Board of Directors.
The Directors and Officers of the Company as of the date of
this report are as follows:
Name Age Position
_______________ ___ _____________________
Joel Feinberg 45 President & Director
Suzanne Maisch 46 Secretary-Treasurer &
Director
Paul Abbondante 46 Director
All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified. Officers of the Company are elected by
the Board of Directors and hold office until their death or until
they resign or are removed from office.
There are no family relationships among the officers and
directors. There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other
person pursuant to which such person was or is to be selected as
a director or officer.
(b) Resumes:
Joel Feinberg is President and a director of the Company,
positions he has held since May 1992. In addition to his
activities related to the Company, Mr. Feinberg is presently and
has been since August 1993, a marketing and sales representative
in the greater New York area for Create-a-Check, Inc., a Salt
Lake City, Utah computer software company. From January 1992
through July 1993, Mr. Feinberg was the Director of Real Estate
and Franchising for the Great Earth Companies, Inc., W.
Hollywood, California, a franchisor which markets retail vitamin
stores to prospective franchisees. Mr. Feinberg continues to do
22
<PAGE>
consulting work for the Great Earth Companies. Prior, from
January 1986 through December 1991, Mr. Feinberg was a partner
and real estate broker employed by Feinberg, Anson & Berger,
Inc., Harrison, N.Y., a real estate brokerage business. Mr.
Feinberg holds a Bachelor of Arts degree from Fairleigh Dickenson
University and is a certified teacher licensed in New York, New
Jersey and Connecticut. He devotes only such time as necessary
to the business of the Company, which is expected to be no more
than approximately 20 hours per month.
Suzanne Maisch is Secretary-Treasurer and a director of the
Company, positions she has held since May 1992. In addition to
her positions with the Company, since August, 1996, Ms. Maisch
has been Vice-President of Operations of Vitamin Logic, Inc., a
Colorado based private corporation engaged in the retail sale of
vitamins and other health food products. From September 1993
through July 1996, Ms. Maisch was employed as District Supervisor
of Bouldervite, Inc., which operates two retail vitamin stores in
Boulder and Denver, Colorado. From November 1990 through
September 1993, Ms. Maisch was Vice President of Franchise
Operations of the Great Earth Companies, Inc., W. Hollywood,
California, a franchisor which markets retail vitamin stores.
From October 1988 through October 1990, Ms. Maisch was a contract
administrator for LT Coppola, Inc., a mechanical contractor
located in Thornwood, New York. She devotes only such time as
necessary to the business of the Company, which is expected to be
approximately 5 to 10 hours per month.
Paul J. Abbondante is a director of the Company, a position
he has held since September 1993. From January 1991 through the
present, Mr. Abbondante has been self-employed as a business
consultant in Orange, California, specializing in preparation of
technical research reports for public companies, including
market, technical and financial research. Additionally, since
May 1996, Mr. Abbondante has been Chief Financial Officer of
Environmental Holding Corporation, a natural gas utility and
natural gas production company located in Irvine, California.
Since September 1996, Mr. Abbondante has also been President of
Irvine Securities, Inc., Irvine, California, an NASD licensed
broker-dealer dealing primarily in limited partnerships. From
August 1989 through January 1991, he was Chief Financial Officer
of Capital Network, Inc., Santa Ana, California, a private
holding company with interests in mining, real estate and
technology. From January 1989 through August 1989, he was Chief
Financial Officer for Triple Crown, Inc., Santa Ana, California,
a publicly held company which provided telephone service to
prison inmates. From January 1988 through January 1989, Mr.
Abbondante was a Vice President of ABC Capital Markets, Inc.,
Santa Ana, California, a privately held investment banking firm.
Mr. Abbondante holds a Bachelor of Arts degree from Fairleigh
Dickenson University and a PhD in economics from Virginia Tech
University. He also holds Series 7, 24 and 27 licenses to sell
23
<PAGE>
securities, as issued by the NASD. He devotes only such time as
necessary to the business of the Company, which is expected to be
approximately 5 to 10 hours per month.
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers, directors and person who own
more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission. All of the aforesaid persons are required
by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Although the aforesaid persons have not as yet filed such
reports, management has been advised that such reports will be
filed within seven days of the date of the filing of this Form
10-KSB and that such reports will reflect no changes in the
securities holdings of any person.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the year ended December 31, 1996 of
the chief executive officer of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ ______ _____ ______ ________ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joel (1)
Feinberg 1995 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
President &
Director 1996 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
_________________________
<F1>
(1) It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during 1996, except in the event
the Company successfully consummates a business combination, of which
there is no assurance.
</TABLE>
24
<PAGE>
The Company maintains a policy whereby the directors of the
Company may be compensated for out of pocket expenses incurred by
each of them in the performance of their relevant duties. The
Company did not reimburse any director for such expenses during
fiscal year 1996.
In addition to the cash compensation set forth above, the
Company reimburses each executive officer for expenses incurred
on behalf of the Company on an out-of-pocket basis. The Company
cannot determine, without undue expense, the exact amount of such
expense reimbursement. However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during
the fiscal year ended December 31, 1996.
There are no bonus or incentive plans in effect, nor are
there any understandings in place concerning additional
compensation to the Company's officers.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) and (b) Security Ownership of Certain Beneficial Owners
and Management.
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company
to be the beneficial owner of more than 5% of such securities, as
well as by all directors and officers of the issuer. Unless
otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
<S> <C> <C> <C>
Common Joel Feinberg 100,000 20%
23 Anne Chambers Lane
Katonah, NY 10536
Common Suzanne Maisch 100,000 20%
2692 Juniper
Boulder, CO 80302
Common Paul Abbondante 75,000 15%
700 E. Lake Dr. #50
Orange, CA 92666
Common All Officers & 275,000 55%
Directors as a Group
(3 persons)
</TABLE>
25
<PAGE>
The balance of the Company's outstanding Common Shares are
held by 13 persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There were no related party transactions which occurred
during the past two years and which are required to be disclosed
pursuant to the requirements included under Item 404 of
Regulation SB.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
EX-27 Financial Data Schedule
The following Exhibits were filed with the Securities and
Exchange Commission in the Exhibits to Form 10-SB, filed on
January 12, 1994 and are incorporated by reference herein:
3.1 Certificate and Articles of Incorporation
3.2 Bylaws
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
last calendar quarter of the fiscal year ended December 31, 1996.
26
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on
March 27, 1997.
COMSTOCK TAILINGS COMPANY,
INC.
(Registrant)
By:/s/ Joel Feinberg
Joel Feinberg, President
By:/s/ Suzanne Maisch
Suzanne Maisch,
Secretary-Treasurer
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 indicated on March 27, 1997.
/s/ Joel Feinberg
Joel Feinberg, President
& Director
/s/ Suzanne Maisch
Suzanne Maisch, Secretary-Treasurer
& Director
/s/ Paul Abbondante
Paul Abbondante, Director
27
<PAGE>
COMSTOCK TAILINGS COMPANY, INCORPORATED
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended December 31, 1996
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . 29
28
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS FILED WITH THE FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 10,344
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (10,844)
<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>
