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 October 31, 1996
Commission File No. 0-25388
ICHI-BON INVESTMENT CORPORATION
(Name of small business issuer in its charter)
Colorado 84-1156459
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
3222 S. Vance, Suite 100
Lakewood, Colorado 80227
(303) 988-1441
(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)
<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 December 13, 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
December 13, 1996 there were 500,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: Form 8-K filed with the SEC on
or about November 19, 1996, which is incorporated into Item 1 of
this report.
This Form 10-KSB consists of 32 pages.
Exhibit Index is Located at Page Thirty-One.
2
<PAGE>
<TABLE>
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
ICHI-BON INVESTMENT CORPORATION
<CAPTION>
PAGE
<S> <C>
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 8
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.............................. 9
Item 7 Financial Statements........................ 14
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 24
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act........... 24
Item 10. Executive Compensation...................... 26
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 27
Item 12. Certain Relationships and Related
Transactions............................ 28
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 28
SIGNATURES............................................. 30
</TABLE>
3
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Ichi-Bon Investment Corporation (the "Company" or
"Registrant") was incorporated under the laws of the State of
Colorado on May 18, 1990, for the purpose of investments in
business and real estate projects. Other than issuing shares to
its original shareholders, the Company never commenced activities
relating to its original business purpose. In May 1990, the
Company authorized the issuance of 500 shares to two persons in
exchange for services valued at $500. Thereafter, in August 1994,
the Company's Board of Directors authorized a forward split of the
Company's issued and outstanding common stock, whereby 1,000 shares
of common stock were issued for every one share of common stock
issued and outstanding. The Company presently has 500,000 shares
of its Common Stock issued, which are held by 10 persons. Also in
August 1994, the Board of Directors of the Company elected to
change the Company's principal business purpose to those activities
described below under "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.
4
<PAGE>
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
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
5
<PAGE>
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
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
6
<PAGE>
with any outside consultants and none are anticipated in the
future.
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
On or about November 11, 1996, the Company executed a letter
of intent to acquire all of the issued and outstanding common stock
of Covenant Financial Group, Inc., an Alabama corporation ("CFG").
The relevant information concerning this proposed transaction was
included in a Form 8-K filed with the Securities and Exchange
Commission on November 19, 1996, 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 CFG. Upon completion of this
review, it is anticipated that a special meeting of shareholders
will be called by the Company's Board of Directors to approve this
transaction, provided that all of the relevant information is
consistent with the representations previously made by CFG. The
record date of such meeting, if called, will be November 11, 1996.
Subsequent to the filing of the aforesaid report on Form 8-K, the
number of shares of the Company's common stock to be issued to the
shareholders of CFG was reduced from 9,500,000 to 4,500,000,
representing 90% of the Company's issued and outstanding stock once
the proposed transaction closes, of which there can be no
assurance.
Employees
During the fiscal year ended October 31, 1996, the Company had
two nonsalaried employees: its President and its Secretary-
Treasurer. See "Item 9 - Directors, Executive Officers, Promoters
7
<PAGE>
and Control Persons; Compliance With Section 16(a) of the Exchange
Act."
Prior Blank Check Experience
Ms. Okizaki was involved as an officer and director of World
Wide Venture Capital Corp. ("World Wide"), which completed its
initial public offering of securities in June 1988. This company's
initial public offering resulted in the sale of approximately
1,000,000 units at an initial price of $.01 per unit. The company
received net proceeds of approximately $90,000 from this offering.
The company's business purpose was similar to the business plan of
the Company described herein.
World Wide successfully merged with AOE Ventures, Inc., a
holding company which owned a series of office supply companies in
Albuquerque, New Mexico and Las Vegas, Nevada, on or about December
1988 by World Wide issuing shares of restricted common stock equal
to approximately an 80% interest in World Wide in exchange for all
of the issued and outstanding shares of AOE. Ms. Okizaki, along
with all of the other officers and directors of World Wide,
resigned their positions with World Wide on the date of the merger
and none of the officers or directors of World Wide maintained any
position with the surviving company after closing of this
transaction. Upon information and belief, AOE Ventures, Inc.
remains in existence as of the date of this report; however, it
appears that none of its securities are listed for trading on any
exchange. Further, upon information and belief, AOE ceased
voluntarily filing reports pursuant to the Securities Exchange Act
of 1934, in May 1990.
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company's principal place of business is
located at 3222 So. Vance, Suite 100, Lakewood, Colorado 80227,
which offices are provided by Cheryl Okizaki, an officer, director
and shareholder of the Company, on a rent free basis pursuant to an
oral agreement. Ms. Okizaki has advised the Company that she is
agreeable to maintaining this situation until the Company
successfully consummates an acquisition or merger. It is
anticipated that this arrangement will be suitable for the needs of
the Company for the foreseeable future. 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 has no properties and at this
time has no agreements to acquire any properties. The Company
8
<PAGE>
intends to attempt to acquire assets or a business in exchange for
its securities which assets or business is determined to be
desirable for its objectives.
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 ten (10) 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 October 31, 1997.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Plan of Operation.
9
<PAGE>
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
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
10
<PAGE>
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.
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.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
11
<PAGE>
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis of verification of certain information
12
<PAGE>
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the
Company's limited financial resources and management expertise.
The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company
and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders. While management of the Company
anticipates obtaining the approval of the shareholders of the
Company via a Proxy Statement, the effect will be to assure such
approval where management supports such a business transaction
because management presently controls sufficient shares of the
Company to effectuate a positive vote on the proposed transaction.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
13
<PAGE>
necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
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
14
<PAGE>
ICHI-BON INVESTMENT CORPORATION
Audited Financial Statements
For the Year Ended October 31, 1996 and 1995
and the Period February 2, 1992 (Inception)
through October 31, 1996
15
<PAGE>
<TABLE>
ICHI-BON INVESTMENT CORPORATION
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flow 4
Statement of Shareholders' Equity 5
Notes to the Financial Statements 6-7
</TABLE>
16
<PAGE>
Kish, Leake & Associates, P.C.
7901 E. Belleview Ave., Suite 220
Englewood, Colorado 80111
(303) 779-5006
(303) 779-5724 FAX
Independent Auditor's Report
We have audited the accompanying balance sheet of Ichi-Bon
Investment Corporation (a Developmental Stage Company), as of
October 31, 1996 and the related statements of income,
shareholders' equity, and cash flows for the fiscal years ended
October 31, 1996 and 1995 and period February 1, 1992 (Inception)
through October 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 Ichi-
Bon Investment Corporation at October 31, 1996 and the results of
its operations and its cash flows for the fiscal years ended
October 31, 1996 and 1995 and the period February 1, 1992
(Inception) through October 31, 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 October 31, 1996 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 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
November 11, 1996
-1-
17
<PAGE>
<TABLE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Balance Sheet
<CAPTION>
October
NOTES 31, 1996
_____ ________
<S> <C> <C>
ASSETS $0
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 4,284
SHAREHOLDERS' EQUITY 1,2,4
Preferred Stock, .01 Par Value
Authorized 10,000,000 Shares; Issued
And Outstanding -0- Shares 0
Common Stock, .001 Par Value
Authorized 25,000,000 Shares; Issued
And Outstanding 500,000 Shares 500
Additional Paid In Capital 12,000
Retained Deficit (500)
Deficit Accumulated During
The Development Stage (16,284)
TOTAL SHAREHOLDERS' EQUITY (4,284)
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-2-
18
<PAGE>
<TABLE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Statement Of Operations
<CAPTION>
February
1, 1992
(Inception)
Through
October October October
NOTES 31, 1996 31, 1995 31, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $0 $0 $0
Expenses 0 0 0
Filing Fees 0 250 250
Legal and Accounting 3,718 12,316 16,034
Total $3,718 $12,566 $16,284
Net (Loss) ($3,718) ($12,566) ($16,284)
Net (Loss) Per
Common Share 1 ($0.01) ($0.03) ($0.03)
Common Shares
Outstanding 2 500,000 500,000 500,000
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-3-
19
<PAGE>
<TABLE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Statement Of Cash Flows
<CAPTION>
February
1, 1992
(Inception)
Through
October October October
NOTES 31, 1996 31, 1995 31, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage ($3,718) ($12,566) ($16,284)
Expenses Paid By Shareholder
For The Company 2,3 250 11,750 $12,000
Increase In Accounts Payble 3,468 816 $4,284
Cash Flows From Operations 0 0 0
Cash Flows From Financing
Activities:
Issuance Of Common Stock 0 0 0
Cash Flows From Financing 0 0 0
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
Cash At End Of Period $0 $0 $0
Non - Cash Activities:
Shareholders' Paid Expenses
For The Company $250 $11,750 $12,000
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-4-
20
<PAGE>
<TABLE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
<CAPTION>
Deficit
Accumulated
Number Of Additional During The
Common Common Paid-In Development Retained
Notes Shares Stock Capital Stage Deficit Total
_____ _______ ______ _______ _________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Balance At
February 1, 1992 500,000 $500 $0 $0 ($500) $0
Issuance Of
Common Stock: 1,2,
May 18, 1990 -
Services At
$.001 Per Share
Net (Loss) 0 0
Balance At October
31, 1993 & 1994 500,000 500 0 0 (500) $0
Additional Capital
Contribution 2,3 11,750 $11,750
Net (Loss) (12,566) ($12,566)
Balance At
October 31, 1995 500,000 500 11,750 (12,566) (500) (816)
Additional Capital
Contribution 250 250
Net (Loss) (3,718) (3,718)
Balance At
October 31, 1996 500,000 $500 $12,000 ($16,284) ($500) ($4,284)
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
-5-
21
<PAGE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended October 31, 1996 and 1995
Note 1 - Organization and Summary of Significant Accounting
Policies
Organization:
On May 18, 1990, Ichi-Bon Investment Corporation (the Company) was
incorporated under the laws of Colorado.
Development Stage:
The company entered the development stage in accordance with SFAS
No. 7 on February 1, 1992 and its purpose is to evaluate, structure
and complete a merger with, or acquisition a privately owned
corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the Company
considers demand deposits and highly liquid-debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Cash paid for interest in fiscal year ended October 31, 1996 and
1995 was $-0-. Cash paid for income taxes in fiscal year ended
October 31, 1996 and 1995 was $-0-.
Net (Loss) per Common Share:
Net (Loss) per common share is computed by dividing the net loss
for the period by the number of shares outstanding at October 31,
1996 and October 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.
-6-
22
<PAGE>
Ichi-Bon Investment Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Year Ended October 31, 1996 and 1995
Note 2 - Capital Stock and Capital in Excess of Par Value
Common Stock and Preferred Stock:
The Company initially authorized 35,000 shares of no par value
common stock. On August 16, 1994 the company amended its Articles
of Incorporation and authorized 25,000,000 shares of $.001 par
value common stock and 10,000,000 shares of $.01 par value
preferred stock. The Company issued 500 shares to two entities in
exchange for services valued at $500. Thereafter, these two
entities gifted shares to 9 other parties. As of October 31, 1994
the Company has 500,000 shares of $.001 par value common stock
issued and outstanding. In the fiscal years ended October 31, 1996
and 1995 $11,750 and $250, respectively, of additional capital was
infused by shareholders to cover expenses.
Note 3 - Related Party Events
The Company maintains its principal offices in space provided by an
officer of the Company on a rent free basis. The office is located
in Lakewood, Colorado. The shareholders have also advanced money
to the Company in the form of additional capital so the Company
could pay its expenses.
Note 4 - Income Taxes
At October 31, 1996, the Company had net operating loss
carryforwards available for financial statement and Federal income
tax purposes of approximately $16,300 which, if not used, will
expire in varying amounts through the year 2011.
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 October 31, 1996, the Company has a
deferred tax asset of $3,300 primarily for its net operating loss
carryforward which has been fully reserved through a valuation
allowance. The change in the valuation allowance for 1996 is $780.
-7-
23
<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
Cheryl L. Okizaki 47 President & Director
Wallace S. Westwood 62 Secretary-Treasurer
and Director
Charles A. Arnold 53 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:
Cheryl L. Okizaki is President and a director of the Company,
positions she has held since 1991. For the past 10 years, Ms.
Okizaki has been the director of Humanex Academy, Lakewood,
Colorado, a high school in business to serve students with learning
problems and behavioral difficulties. In addition, Ms. Okizaki is
also President of Humanex Systems International, Inc., which
successfully consummated an intrastate offering of its securities
in the State of Colorado in 1991. From November 1987 through
December 1988, Ms. Okizaki was an officer and director of World
Wide Venture Capital Corporation, a publicly held Colorado "blank
check" corporation. See "Prior Blank Check Experience" below for
a more detailed description of Ms. Okizaki's involvement with this
24
<PAGE>
company. Ms. Okizaki received a Bachelor of Arts degree from
Northern Colorado College in 1970. She devotes only such time as
necessary to the business of the Company, which is not expected to
exceed 20 hours per month.
Wallace S. Westwood is Secretary-Treasurer and a director of
the Company, positions he has held since 1991. Since November
1977, Mr. Westwood has been President and Chief Executive Officer
of Westwood Travel Center, Inc., Littleton, Colorado, a privately
held Colorado corporation engaged in the travel business. He
devotes only such time as necessary to the business of the Company,
which is not expected to exceed 10 hours per month.
Charles A. Arnold is a director of the Company, a position he
has held since 1991. From February 1992 through the present, Mr.
Arnold has been President of Quantic Research Systems, Inc.,
Golden, Colorado, a research and development company engaged in the
production of equipment for industry and mining processes,
including the milling, concentrating, extractive metallurgy and
refining of metals. From March 1988 through June 1993, Mr. Arnold
was director of research for Bio-Logic Research Foundation, Inc.,
Golden, Colorado, which engaged in the same type of business as
Quantic Research Systems. Mr. Arnold is a certified welder who
participated in the Viking and Apollo programs undertaken by NASA.
Mr. Arnold devotes only such time as necessary to the business of
the Company, which is expected to be nominal.
Prior Blank Check Experience
Ms. Okizaki was involved as an officer and director of World
Wide Venture Capital Corp. ("World Wide"), which completed its
initial public offering of securities in June 1988. This company's
initial public offering resulted in the sale of approximately
1,000,000 units at an initial price of $.01 per unit. The company
received net proceeds of approximately $90,000 from this offering.
The company's business purpose was similar to the business plan of
the Company described herein.
World Wide successfully merged with AOE Ventures, Inc., a
holding company which owned a series of office supply companies in
Albuquerque, New Mexico and Las Vegas, Nevada, on or about December
1988 by World Wide issuing shares of restricted common stock equal
to approximately 80% interest in World Wide, in exchange for all of
the issued and outstanding shares of AOE. Ms. Okizaki, along with
all of the other officers and directors of World Wide, resigned
their positions with World Wide on the date of the merger and none
of the officers or directors of World Wide maintained any position
with the surviving company after closing of this transaction. Upon
information and belief, AOE Ventures, Inc. remains in existence as
of the date of this report; however, it appears that none of its
securities are listed for trading on any exchange. Further, upon
information and belief, AOE ceased voluntarily filing reports
pursuant to the Securities Exchange Act of 1934, in May 1990.
25
<PAGE>
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 all of 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 filed within 45 days after the end of the Company's fiscal
year, were not timely filed, but have been filed prior to the
filing of this report, except for Mr. Wallace, who has been out of
the country for an extended period of time. However, all of the
shares of the Company's issued and outstanding common stock are
held in escrow and therefore, no changes in the securities holdings
of any person have occurred during the last fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the year ended October 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>
Cheryl
Okizaki,
President & (1)(2)
Director 1996 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
_________________________
<FN>
(1) Ms. Okizaki did not receive any salary during the fiscal year
ended October 31, 1996, from the Company.
26
<PAGE>
(2) It is not anticipated that any executive officer of the
Company will receive compensation exceeding $100,000 during
1997, 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 October 31, 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
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. As part of the proposals to be included in
the Company's special meeting of shareholders, the adoption of a
Stock Option Plan is being presented to shareholders for approval.
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 Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
<S> <C> <C> <C>
Common Cheryl L. Okizaki(1)(2) 200,000 40.0%
3222 S. Vance
Lakewood, CO 80227
Common Cheryl Miller 171,000 34.2%
15304 E. Monmouth Pl.
Aurora, CO 80015
27
<PAGE>
Name and Amount and
Address of Nature of
Title Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
Common Charles A. Arnold(1) 10,000 2.0%
4650 S. Julian St.
Denver, CO 80110
Common Wallace S. Westwood(1) 15,000 3.0%
5920 W. Rowland Ave.
Littleton, CO 80123
Common June H. Okizaki(2) 50,000 10.0%
3050 S. Hobart Way
Denver, CO 80227
Common All Officers & 225,000 45.0%
Directors as a Group
(3 persons)
________________
<FN>
(1) Officer and/or director of the Company.
(2) Cheryl Okizaki is the daughter-in-law of June Okizaki.
</TABLE>
The balance of the Company's outstanding Common Shares are
held by five (5) 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
17, 1995 and are incorporated by reference herein:
3.1 Certificate and Articles of Incorporation and
Amendments thereto
3.2 Bylaws
28
<PAGE>
4.1 Copies of All Lock-up Agreements by the Company's
Shareholders
(b) Reports on Form 8-K
The Company files a report on Form 8-K with the Securities and
Exchange Commission on November 19, 1996, which report has been
incorporated herein by reference.
29
<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
December 27, 1996.
ICHI-BON INVESTMENT CORPORATION
(Registrant)
By:/s/ Cheryl L. Okizaki
Cheryl L. Okizaki,
President
By:/s/ Wallace S. Westwood
Wallace S. Westwood,
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 December 27, 1996.
/s/ Cheryl L. Okizaki
Cheryl L. Okizaki, Director
/s/ Wallace S, Westwood
Wallace S. Westwood, Director
/s/ Charles A. Arnold
Charles A. Arnold, Director
30
<PAGE>
ICHI-BON INVESTMENT CORPORATION
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended October 31, 1996
EXHIBITS Page No.
EX-27 Financial Data Schedule. . . . . . . . . . . . . . . 32
31
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-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> 4,284
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (4,784)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,718)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
