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 June 30, 1996
Commission File No. 0-24590
SDT HOLDING CORPORATION
(Name of small business issuer in its charter)
Colorado 84-1275559
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
(303) 671-8920
(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. x
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
<PAGE>
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 June 30, 1996: $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
June 30, 1996 there were 500,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: None
This Form 10-KSB consists of 24 pages.
There are no Exhibits to this Report.
<PAGE>
<TABLE>
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
SDT HOLDING CORPORATION
<CAPTION>
PAGE
<S> <C>
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 5
Item 3. Legal Proceedings........................... 6
Item 4. Submission of Matters to a Vote of
Security Holders........................ 6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 6
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 6
Item 7 Financial Statements........................ 7
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 17
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act........... 17
Item 10. Executive Compensation...................... 19
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 20
Item 12. Certain Relationships and Related
Transactions............................ 20
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 21
SIGNATURES............................................. 22
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
SDT Holding Corporation (the "Company"), was incorporated on
June 21, 1990 under the laws of the State of Colorado, to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, the Company
never commenced any operational activities. 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 of the Company classify it 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.
In June 1995, the Company entered into two (2) separate
letters of intent with Lectin BioPharma, Inc. ("LBI"), a privately
held Delaware corporation and Emerald Sea Investments S.A., a
corporation organized pursuant to the laws of the British Virgin
Islands, ("Emerald"), whereby the Company agreed in principle to
acquire all of the issued and outstanding shares of LBI, in
exchange for issuance by the Company of previously unissued
"restricted" common stock. The Emerald letter of intent provided
for Emerald to assign to SDT all of its right, title and interest
in certain Promissory Notes in the approximate aggregate balance of
$1,842,500 (including approximately $80,000 owed to a third party),
<PAGE>
issued by LBI in favor of Emerald. In exchange therefor, SDT was to
issue shares of SDT Convertible Preferred Stock, each preferred
share convertible into one share of SDT common stock and warrants
to purchase shares of SDT common stock, each warrant exercisable to
purchase one share of common stock at an exercise price of $5.00
per warrant. However, in January 1996, the Company's Board of
Directors provided notice to both LBI and Emerald advising of the
Company's termination of these proposed transactions due to the
failure of LBI to proceed to closing and the inability of LBI to
provide audited financial statements which conformed to prior
representations made by LBI concerning its financial condition.
Management has continued to review prospective merger or
acquisition candidates during the past fiscal year, but as of the
date of this report, there is no agreement between the Company and
any third party providing for the Company to merge or acquire any
assets.
Also, on March 21, 1996, the Company's former Secretary,
Teresa Abramson, tendered her resignation due to personal matters
unrelated to the business of the Company. On said date, the Board
of Directors appointed Darlene D. Kell to replace Ms. Abramson as
Secretary.
Employees
During the fiscal year ended June 30, 1996, the Company had
two nonsalaried employees: Its President, Andrew I. Telsey and its
Secretary, Darlene D. Kell. See Item 9, Directors, Executive
Officers, Promoters and Control Persons.
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company operates from its offices at 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014. This space is
provided to the Company on a rent free basis by Andrew I. Telsey,
an officer and director of the Company and it is anticipated that
this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. See "Financial
Statements." The Company reimburses the President for any out-of-
pocket costs incurred by the President on behalf of the Company,
such as long distance telephone toll charges, office supplies and
small, miscellaneous expenses, provided that sufficient funds for
the same are available. As of the date of this report, the
Company has no funds available to reimburse any person for
expenses. However, the President of the Company continues to
advance any necessary costs.
Other Property. The Company owns no other property.
<PAGE>
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 eleven (11) 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, under
Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a two 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 three-year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
(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 June 30, 1996.
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, in exchange for its
securities. Relevant thereto, in June 1995, the Company entered
into a letter of intent with Lectin BioPharma, Inc., a Delaware
<PAGE>
corporation, wherein the Company and LBI agreed, in principle and
subject to the fulfillment of certain conditions, to acquire all of
the issued and outstanding shares of LBI in exchange for issuance
of the Company's common stock. However, in January 1996, the
Company terminated this proposed transaction due to the failure of
LBI to take actions necessary to close the proposed transaction, as
well as the inability of LBI to provide audited financial
statements in conformity with representations previously made by
LBI concerning its financial condition. See Item 1, "Description
of Business" above, for a more detailed description of this
proposed transaction and matters related thereto.
As of the date of this report, management of the Company has
had preliminary discussions with other potential merger or
acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the
event the Company does enter into an agreement with such a third
party, 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 financial 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 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, Executive Officers,
Promotors and Control Persons - Resumes."
Because the Company presently has nominal overhead or 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
<PAGE>
SDT HOLDING CORPORATION
FINANCIAL STATEMENTS
with
Independent Auditors' Report
For the Fiscal Years Ended June 30, 1996 and 1995
And the Cumulative Period June 21, 1990 (Inception)
through June 30, 1996
<PAGE>
<TABLE>
SDT HOLDING CORPORATION
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Shareholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
</TABLE>
<PAGE>
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 Auditor's Report
We have audited the accompanying balance sheet of SDT Holding
Corporation, (a Development Stage Company), as of June 30, 1996,
and the related statements of income, shareholders' equity, and
cash flows for the fiscal years ended June 30, 1996 and 1995 and
the cumulative period June 21, 1990 (Inception) through June 30,
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 SDT
Holding Corporation at June 30, 1996 and the results of its
operations and its cash flows for the fiscal years ended June 30,
1996 and 1995 and the cumulative period June 21, 1990 (Inception)
through June 30, 1996 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is
a development stage enterprise. The deficiency in working capital
as of June 30, 1996 and the Company's operating loss since
inception raise substantial doubt about its ability to continue as
a going concern. Management's plans concerning these matters are
described in Note 1. The financial statements do not include
any adjustment that might result from the outcome of these
uncertainties.
Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
August 9, 1996
<PAGE>
<TABLE>
SDT Holding Corporation
(A Development Stage Company)
Balance Sheet
<CAPTION>
June
NOTES 30, 1996
_____ ________
<S> <C> <C>
ASSETS
0
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
0
SHAREHOLDERS' EQUITY 1,2
Common Stock, No Par Value;
Authorized 100,000,000 Shares;
Issued And Outstanding
500,000 Shares 500
Preferred Stock, No Par Value;
Authorized 2,000,000 Shares; Issued
And Outstanding 0 Shares
0
Capital Paid In Excess Of
Par Value Of Common Stock 1,250
Deficit Accumulated During
The Development Stage -1,750
TOTAL SHAREHOLDERS' EQUITY
0
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial
Statements
</TABLE>
-2-
<PAGE>
<TABLE>
SDT Holding Corporation
(A Development Stage Company)
Statement Of Operations
<CAPTION>
June
21, 1990
(Inception)
Through
June June June
NOTES 30, 1996 30, 1995 30, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue 0 0
0
Expenses 1,250 0 1,750
Net (Loss) -1,250 0 -1,750
Net (Loss) Per
Common Share 1 -0 0 -0
Common Shares
Outstanding 2 500,000 500,000 500,000
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial
Statements
</TABLE>
-3-
<PAGE>
<TABLE>
SDT Holding Corporation
(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
June 21, 1990 0 0 0
0 0
Issuance Of
Common Stock: 1,2
June 21, 1990 For
Expenses & Services
@ $.001 Per Share 500,000 500
500
Net (Loss)
- -500 -500
Balance At
June 30, 1990, 1991,
1992, 1993, 1994,
& 1995 500,000 500 0
- -500 -0
Additional Paid-In Capital 1,250
1,250
Net (Loss)
- -1,250 -1,250
Balance At
June 30, 1996 500,000 500 1,250
1,750 0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial
Statements
</TABLE>
-4-
<PAGE>
<TABLE>
SDT Holding Corporation
(A Development Stage Company)
Statement Of Cash Flow
<CAPTION>
June
21, 1990
(Inception)
Through
June June June
NOTES 30, 1996 30, 1995 30, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage -1,250 0 -1,750
Cash Flows From Operations -1,250 0 -1,750
Cash Flows From Financing
Activities:
Issuance Of Common Stock 1,2 0 0 500
Additional Paid in Capital 1,250 0
0
Cash Flows From Financing 1,250 0 500
Net Increase In Cash 0 0
0
Cash At Beginning Of Period 0 0
0
Cash At End Of Period 0 0
0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial
Statements
</TABLE>
-5-
<PAGE>
SDT Holding Corporation
(A Development Stage Company)
Notes to Financial Statements
For the Fiscal Year Ended June 30, 1996
Note 1 - Organization and Summary of Significant Accounting
Policies
On June 21, 1990 SDT Holding Corporation (the Company) was
incorporated under the laws of Colorado, for the purpose of
engaging in selected mergers and acquisitions of public and private
companies.
The Company has not engaged in any operations, generated any
revenue or identified any merger or acquisition candidate which it
is prepared to acquire through June 30, 1995 and as of the date of
this report.
Income Taxes:
Due to the Company's net operating loss there are no income taxes
currently due. Use of the tax benefit from the net operating loss
carryforward may be reduced substantially due to inability to
obtain financing to commence operations. (See Note 5 - Income
Taxes.)
Net (Loss) Per Common Stock:
The net (loss) per common share is computed by dividing the net
(loss) for the period by the number of shares outstanding at June
30, 1996 and June 30, 1995.
Statement of Cash Flows:
For purposes of the Statement of Cash Flows, the Company considers
demand deposits and all highly liquid-debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Cash paid during all periods presented for interest was $0. No
income taxes were paid. There were $500 of noncash transactions
during the periods presented. This represented the issuance of
500,000 of common stock in exchange for legal fees and expenses
paid on behalf of the Company.
Note 2 - Capital Stock and Capital in Excess of Par Value
Common Stock:
The Company initially authorized 100,000,000 shares of no par value
common stock and 2,000,000 shares of preferred stock.
On June 21, 1990, the Company issued 500,000 shares of common stock
for services and expenses valued at $.001 per share. The Company
has declared no dividends through June 30, 1996.
-6-
<PAGE>
SDT Holding Corporation
(A Development Stage Company)
Notes to Financial Statements
For the Fiscal Year Ended June 30, 1996
Note 3 - Related Party Events
The Company maintains its principal offices in spaces provided by
the Company's President on a rent free basis. The office is
located at 2851 S. Parker Road, Suite 720, Aurora, Colorado 80014.
Note 4 - Subsequent Events
In June 1995, the Company entered into two (2) separate letters of
intent with Lectin BioPharma, Inc. ("LBI"), a privately held
Delaware corporation and Emerald Sea Investments S.A., a
corporation organized pursuant to the laws of the British Virgin
Islands, ("Emerald"), whereby the Company agreed in principle to
acquire all of the issued and outstanding shares of LBI, in
exchange for issuance by the Company of previously unissued
"restricted" common stock. The Emerald letter of intent provided
for Emerald to assign to SDT all of its right, title and interest
in certain Promissory Notes in the approximate aggregate balance of
$1,842,500 (including approximately $80,000 owed to a third party),
issued by LBI in favor of Emerald. In exchange therefore, SDT was
to issue shares of SDT Convertible Preferred Stock, each preferred
share convertible into one share of SDT common stock and warrants
to purchase shares of SDT common stock, each warrant exercisable to
purchase one share of common stock at an exercise price of $5.00
per warrant. However, in January 1996, the Company's Board of
Directors provided notice to both LBI and Emerald advising of
the Company's termination of these proposed transactions due to the
failure of LBI to proceed to closing and the inability of LBI to
provide audited financial statements which conformed to prior
representations made by LBI concerning its financial condition.
Management has continued to review prospective merger or
acquisition candidates during the past fiscal year, but as of the
date of this report, there is no agreement between the Company and
any third party providing for the Company to merge or acquire any
assets.
Note 5 - Income Taxes
At June 30, 1996, the Company had net operating loss carryforwards
available for financial statement and Federal income tax purposes
of approximately $1,750 which, if not used, will expire during the
years 2006 and 2012.
The Company follows Financial Accounting Standards Board Statement
No. 109, "Accounting for Income Taxes" (SFAS #109), which requires,
among other things, an asset and liability approach to calculating
deferred income taxes. As of June 30, 1996, the Company has a
deferred tax asset of $350 for its net operating loss carryforward
which has been fully reserved through a valuation allowance. The
change in the valuation allowance for 1996 is $250.
-7-
<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:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Andrew I. Telsey 43 President, Director
R. Michel Perlmutter 48 Director
Brad A. Weiman 36 Director
Darlene D. Kell 50 Secretary
</TABLE>
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:
Andrew I. Telsey, President and a director. Mr. Telsey has
held his positions with the Company since its inception. From 1984
through the present, Mr. Telsey has been employed by Andrew I.
Telsey, P.C., Aurora, Colorado, a professional corporation engaged
in the practice of law, emphasizing securities law, mergers,
acquisitions and general business matters. This firm is also legal
counsel to the Company. Mr. Telsey received a Juris Doctor degree
from Syracuse University College of Law in 1979 and a Bachelor of
Arts degree from Ithaca College in 1975. He devotes only such time
as necessary to the business of the Company, which is not expected
to exceed 20 hours per month.
<PAGE>
R. Michel Perlmutter, director. Mr. Perlmutter has held his
position with the Company since its inception. From September 1988
through the present, Mr. Perlmutter has been the western sales
representative based out of Aurora, Colorado, for Victory Wholesale
Grocer's, a division of Brother's Trading Company, Inc., Dayton,
Ohio. Mr. Perlmutter's principal responsibilities include
wholesale sales of health and beauty products. Mr. Perlmutter
devotes only such time as necessary to the business of the Company,
which time is expected to be nominal.
Brad A. Weiman, director. Mr. Weiman has held his position
with the Company since its inception. Mr. Weiman is presently an
owner, Senior Vice President and a director of Joseph Farber &
Company, Inc., Denver, Colorado, a privately held Colorado
corporation engaged in performing commercial and industrial real
estate appraisals and investment analysis and valuations of
shopping centers, regional malls, office buildings and other
commercial tracts. With the exception of his positions as an owner
and director, which positions he assumed in December 1990, he has
been so employed as Senior Vice President since 1981. Mr. Weiman
received a Bachelor of Science degree from the University of Denver
in 1982. He devotes only such time as necessary to the business
of the Company, which time is expected to be nominal.
Darlene D. Kell, Secretary. Ms. Kell has held her position
with the Company since March 1996. Since September 1994, Ms. Kell
has been employed as a paralegal and office manager for two
attorneys located in Aurora, Colorado, including Mr. Telsey.
Prior, from October 1993 to August 1994, Ms. Kell was employed as
a paralegal/office manager for Wherry & Wherry, P.C., a law firm
located in Denver, Colorado. From May 1993 to September 1993, Ms.
Kell was self-employed, offering free-lance secretarial, paralegal
and bookkeeping services in Denver, Colorado. Prior thereto, from
January 1993 through May 1993, Ms. Kell was employed as a
paralegal/office manager for A. Thomas Tenenbaum, P.C., Denver,
Colorado and with Dihle & Co., P.C., Denver, Colorado, from July
1991 through December 1992. She devotes only such time as
necessary to the business of the Company, which is not expected to
exceed 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.
Based solely on review of the copies of such forms furnished
to the Company, the Company believes that the Form 5 annual reports
of the Company's officers, directors and holders of 10% or more of
the outstanding shares of the Company, which are required to be
<PAGE>
filed within 45 days after the end of the Company's fiscal year,
were timely filed. These reports reflected 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 June 30, 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>
Andrew I.
Telsey,
President & (1)(2)
Director 1996 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
_________________________
<FN>
(1) Mr. Telsey did not receive any salary during the fiscal year ended June 30,
1996 from the Company.
(2) 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.
</TABLE>
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 the
fiscal year ended June 30, 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
<PAGE>
expense reimbursement. However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during
fiscal year 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 Andrew I. Telsey 300,000 60%
6198 S. Moline Ct.
Englewood, CO 80111
Common R. Michel Perlmutter 25,000 5%
11757 E. Harvard Ave.
Aurora, CO 80014
Common Brad A. Weiman 25,000 5%
821 17th St., Su 300
Denver, CO 80202
Common All Officers and 350,000 70%
Directors as a
Group (4 persons)
</TABLE>
The balance of the Company's outstanding Common Shares are
held by 8 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.
<PAGE>
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1* Certificate and Articles of Incorporation
3.2* Bylaws
EX-27 Financial Data Schedule
*Filed with the Securities and Exchange Commission in the Exhibits
to Form 10-SB, filed on July 27, 1994 and are incorporated by
reference herein.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the last quarter of the fiscal year ended June 30, 1996.
<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
August 23, 1996.
SDT HOLDING CORPORATION
(Registrant)
By: s/Andrew I. Telsey
Andrew I. Telsey, President
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 August 23, 1996.
s/Andrew I. Telsey
Andrew I. Telsey, Director
s/R. Michel Perlmutter
R. Michel Perlmutter, Director
s/Brad Weiman
Brad Weiman, Director
<PAGE>
SDT HOLDING CORPORATION
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended June 30, 1996
EXHIBITS
EX-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 1996, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<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> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1250)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
