10KSB40:
Published on September 23, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
Commission File Number: 33-44567-NY
BISHOP EQUITIES, INC.
(Exact name of Issuer as stated in its corporate charter)
Nevada 13-3632859
(State of incorporation) (IRS Taxpayer I.D. Number)
355 South End Avenue, Suite 22B, New York, NY 10280
(Address of principal executive offices)
Issuer's telephone number: (212) 912-0930
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") during the past twelve months (or for such shorter period that
the Issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days: Yes No X
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this Form 10-KSB, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form. [ X]
---
State issuer's revenues for its most recent fiscal year: $0
------
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $69,000 as of June 30, 1997. (NOTE: Since no trading activity has
occurred in the common stock, the market value was computed as the price at
which the stock was sold.)
As of September 15, 1997, 511,500 shares of Registrant's common stock, par value
$.001, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
PAGE 1 OF 15 PAGES
PART I
Item 1. BUSINESS.
INITIAL PUBLIC OFFERING
During March 1993 the Company conducted an initial public
offering (the "Offering") of its shares of common stock, par value $.001 per
share (the "Shares"), pursuant to a registration statement on Form SB-2 which
became effective on March 8, 1993. The Offering was underwritten by Westminster
Securities Corp. (the "Underwriter"), and resulted in the sale of 11,500 Shares,
including the 1,500-Share overallotment option exercised by the Underwriter.
Gross offering proceeds were $69,000. After deduction for the Underwriter's
commissions and non-accountable expense allowance (totalling $8,970), net
proceeds to the Company were $60,030. This included $12.50 from the Underwriter
for purchase of 1,000 Underwriter Warrants (each allowing its holder to purchase
one Share for $7.20 during a four-year exercise period commencing March 8,
1994.) After satisfaction of certain Offering expenses, $42,900 remained on
March 31, 1993. The Company later satisfied the remaining unpaid Offering
expenses, including accounting fees, and paid its president a $4,000 salary.
"BLANK CHECK" ACTIVITIES
As a "blank check" company with no defined business plan, the
Company's business activities through 1993 consisted of preparing for and
conducting the Offering. Since then the Company has entered into consecutive
letters of intent to acquire corporations (AMPAC International Corporation;
Liono, Ltd.; and Dominion Associates) but in each case, the Company terminated
the letter of intent prior to consummation of a transaction, based upon
information acquired during the due diligence review process. Management
continues to investigate candidates for merger or acquisition; however, expenses
for travel costs and legal and other fees have substantially reduced the
Company's limited resources.
Item 2. PROPERTIES.
The Company owns no properties and uses as its address the
office of its President, without charge. This arrangement is expected to
continue until consummation of a Business Combination.
Item 3. LEGAL PROCEEDINGS.
No legal proceedings were commenced or contemplated by the
Company and no notice of any legal proceedings involving the Company was
received.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security
holders during the period covered by this Report.
PAGE 2 OF 15 PAGES
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) The Company has issued one class of common equity
securities, its common stock, par value $.001 per share. As of the date of the
Report, trading had not yet commenced.
(b) On September 15, the Company had approximately 15 holders
of its common stock, including two restricted shareholders.
(c) No dividends were declared and none are anticipated in the
foreseeable future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's activities during the fiscal year covered by
this Report were limited to the investigation of acquisition candidates and
review of due diligence materials. No transaction was consummated and the
Company has commenced no operations, earned no revenues, and has continued to
review candidates for acquisition or merger. The Company's resources were
sufficient to meet its limited corporate expenses during the year covered by
this Report, and as of March 31, 1997, the Company had $4,703 in cash remaining.
Management intends to continue utilizing space on a rent-free
basis in the office of its president, and to keep expenses to a minimum, unless
and until the successful consummation of a Business Combination. The Company's
continuation is dependent upon the ability of its management to locate a
suitable candidate for Business Combination, and to consummate such a
transaction, and on the eventual success of the company subsequent to such
consummation.
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PAGE 3 OF 15 PAGES
JODY M. WEBER
CERTIFIED PUBLIC ACCOUNTANT
7 DIPIERRO DRIVE
MONROE, NJ 08831
(908)-656-0962
To the Board of Directors
Bishop Equities, Inc.
I have audited the accompanying Balance Sheets of Bishop Equities, Inc. as
of March 31, 1997 and March 31, 1996, and the related statements of income and
expenses, cash flows and stockholder's equity for the years ending March 31,
1997 and March 31, 1996. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. My audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates used by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bishop Equities, Inc. as of March
31, 1997 and March 31, 1996 and the related statements of income and expenses,
cash flows and stockholder's equity for years ending March 31, 1997 and March
31, 1996 in conformity with generally accepted accounting principles.
Respectfully submitted,
/s/ Jody M. Weber
- ----------------------
Jody M. Weber
Monroe, New Jersey
September 6, 1997
PAGE 4 OF 15 PAGES
BISHOP EQUITIES, INC.
BALANCE SHEET
A S S E T S
LIABILITIES AND
STOCKHOLDERS' EQUITY
PAGE 5 OF 15 PAGES
BISHOP EQUITIES, INC.
STATEMENT OF INCOME AND EXPENSES
PAGE 6 OF 15 PAGES
BISHOP EQUITIES, INC.
STATEMENT OF CASH FLOWS
See notes to financial statements.
PAGE 7 OF 15 PAGES
BISHOP EQUITIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
March 31, 1997
See notes to financial statements.
PAGE 8 OF 15 PAGES
BISHOP EQUITIES, INC. - A Development Stage Enterprise
Notes to financial statements
NOTE 1: Summary of Significant Accounting Policies
Bishop Equities, Inc. (the "Company") was organized under the laws of
the State of Nevada on April 17, 1991, and is a blank check company
with no defined business plan other than intention to acquire or merge
with an existing private company through an exchange of securities (the
"Business Combination"). Selection of the Business Combination
candidate will be at the complete discretion of Management, and upon
consummation, control and management of the Company may pass to other
individuals who are presently unknown and unidentifiable. The Company's
success will depend upon Management's ability to locate and identify a
suitable candidate for Business Combination, and to consummate the
transaction, and on the eventual profitability of the resulting entity.
The Company's year end is March 31.
Organization costs will be amortized over a 60-month period.
During the fiscal year ended March 31, 1993, the Company's activities
were limited to preparation for and consummation of its initial public
offering (the "Offering"). During 1994, 1995, 1996 and 1997, activities
were limited to investigating and preparing for potential acquisitions.
NOTE 2: Capitalization
The Offering commenced March 8, 1993 (the effective date of its Form
SB-2 registration statement) and concluded on March 19, 1993. The
Company sold to the public, through its underwriter, Westminster
Securities Corp. (the "Underwriter"), on a firm-commitment basis, a
total of 11,500 shares of common stock, par value $.001 per share (the
"Shares"), at $6.00 per Share, including the exercise of the
Underwriter's overallotment option.
The Company received net proceeds of $60,042 after deduction of $8,970
in underwriting commissions and discounts. Additional offering expenses
totalled $25,531, of which $20,607 was paid as of March 31, 1993, with
the balance paid during the fiscal year ended March 31, 1994.
Officers and directors are reimbursed for out-of-pocket expenses
incurred in the investigation of Business Combination candidates on the
Company's behalf including travel expenses.
The Underwriter purchased 1,000 nonredeemable Underwriter Warrants for
$.0125 each. Each underwriter warrant may be exercised by the
registered holder to purchase one share for $7.20 during a four-year
exercise period commencing March 8, 1994.
PAGE 9 OF 15 PAGES
BISHOP EQUITIES, INC. - A Development Stage Enterprise
Notes to financial statements - continued
The exercise price and number of Shares purchasable are subject to
anti-dilution adjustment upon occurrence of certain events.
The Company has undertaken to include the Underwriter Warrants in any
registration statement it may file during a six-year period commencing
March 8, 1994, and to file a registration statement containing the
Underwriter Warrants and/or underlying Shares at the request of the
holders on two occasions during a five-year period commencing March 8,
1993. The Underwriter has executed an undertaking that any registration
of the Underwriter Warrants will be for exercise, not distribution.
The amount of paid-in-capital was reduced by the amount of Deferred
Offering costs, and the costs of the Offering were offset against the
proceeds of the Offering.
NOTE 3: Employees; Related Party Transactions
The Company's officers are its only employees. During the year ended
March 31, 1997, no officer received compensation for serving in such
capacity.
The officers and directors have limited experience in evaluating
businesses and are expected to devote only a minimal portion of their
time to the Company's affairs.
NOTE 4: Lease Commitment
The Company has no lease commitment and maintains a rent-free mailing
address in the office of its president at 355 South End Avenue, Suite
22B, New York, New York 10280.
NOTE 5: Conflicts of Interest
Certain conflicts of interest will continue to exist between the
Company and its officers and directors, each of whom has other business
interests to which she devotes substantial attention. Each officer and
director is expected to continue in such activities, which could
detract from management time necessary for the Company's affairs.
The officers and directors hold similar positions in, and are major
shareholders of, other public 'blank check' companies and may also
become involved with other corporations which may file registration
statements for blank check offerings, all of which may compete with the
Company for available opportunities.
PAGE 10 OF 15 PAGES
BISHOP EQUITIES, INC. - A Development Stage Enterprise
Notes to financial statements - continued
Management has established a limited policy for handling potential
conflicts of interest which may arise. The Company intends not to
conduct any business transaction with an entity in which its officers,
directors, major shareholders, or their affiliates or associates, have
an ownership interest. Further, the Company intends not to join in any
type of business combination with any of the other corporations in
which its officers and directors are involved in the same or similar
capacities.
The public offerings of all of the blank check ventures in which the
Company's president has been involved were also underwritten by the
Company's underwriter, Westminster Securities Corp. The Company's
independent auditor, Jody M. Weber, CPA, served as the independent
auditor for each.
Business Combination candidates are expected to become available
primarily through the personal contacts of the Company's officers and
directors, and the Company has not present intention to engage
professional firms specializing in business acquisitions or
reorganizations, nor to retain, hire or utilize any consultants. No
finders fees will be paid to any party in connection with a Business
Combination. No prediction can be made as to the costs of identifying a
suitable candidate for a Business Combination, or of consummating such
a transaction.
NOTE 6: Risk Factors
The Company was recently organized, has no history of operations or
revenues and is in its earliest stages of development.
The Company presently has limited working capital and its ability to
begin its proposed activities, i.e., the investigation of Business
Combination candidates, and operate as a going concern, is contingent
upon locating a merger or acquisition candidate deemed suitable and
consummating such transaction. The Company's capital has been deemed
sufficient to commence only very limited operations.
NOTE 7: "Blue Sky Laws"
The Company's securities may not be traded in states or jurisdictions
which prohibit the trading of the securities of "blank check"
companies, unless a waiver or exemption is available, or unless
registration is permitted and accomplished. Upon the Company's
completion of a Business Combination, its securities may become
eligible for sale in additional states.
PAGE 11 OF 15 PAGES
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Company has two directors, who are also its officers and
sole promoters. Each has served in the positions shown since the Company's
inception, and is expected to continue to serve until the earlier of: (a) the
consummation of a Business Combination; or (b) after the next annual meeting of
shareholders and until her successor has been elected and has qualified.
DEBORAH A. SALERNO, age 43, the Company's president and a
director, owns and operates DAS Consulting, Inc., a financial consulting company
in New York City. Ms. Salerno serves as an officer and director of Strategic
Acquisitions, Inc., a blank check company which has not yet consummated a
Business Combination.
Ms. Salerno was an officer and director of the
following public companies, all blank check entities which have completed
corporate acquisitions (the name in parentheses indicates the post-acquisition
name): Amsterdam Capital Corporation (Care Concepts, Inc.); West End Ventures,
Inc. (Future Medical Technologies, Inc.); Sharon Capital Corporation, (Process
Engineers, Inc.); Fulton Ventures, Inc. (Triad Warranty Corporation); Elmwood
Capital Corporation (Environmental Solutions, Inc.); Carnegie Capital
Corporation (National Building Supply); South End Ventures, Inc. (Shore Group,
Inc.); and Hard Funding, Inc., which acquired Marinex Multimedia Corp. (later
changed to Texas Equipment Corp.).
Ms. Salerno was registered with the National
Association of Securities Dealers, Inc. from 1980 until 1988, including a
registration as a principal of a broker-dealer. During those years she held
various positions with the following firms: Greentree Securities; Yves Hentic &
Company, Inc.; Bodkin Securities; Wellshire Securities, Inc.; Magna Securities,
Inc.; Ivan F. Boesky; Jonathan Alan and Co., Inc.; and Alison, Baer Securities,
Inc. in Boca Raton, Florida.
MAUREEN ABATO, age 38, has served as the Company's counsel,
secretary-treasurer and a director since its inception. Ms. Abato graduated from
New York University (1980) and Brooklyn Law School (1984) and has been in
private legal practice in New York City since March 1985. She was an owner of
Metropolitan Stock Transfer Company from 1985 until 1989, and during 1988 and
1989 she was a director of, and general counsel to, Medizone International,
Inc., a public company engaged in research and development of medical
applications of ozone. Ms. Abato formerly served as an officer and director of
Avalon Enterprises, Inc., a blank check company which completed a public
offering in March 1991 and later acquired Southern Corrections Systems, Inc.
(renamed Avalon Community Services, Inc.).
PAGE 12 OF 15 PAGES
Ms. Abato was until recently an officer and director
of Coronado Communications Corp. (formerly Coronado Capital Corp.) which
completed a Rule 504 offering in April, 1997. She is the secretary-treasurer and
a director of Davenport Ventures, Inc., a company which intends to develop a
business plan and secure financing through a public offering.
Item 10. EXECUTIVE COMPENSATION.
(a) During the year ended March 31, 1997, no compensation was
paid to any officer for service in such capacity.
(b) The Company has no employment agreement with either of its
officers, both of whom are expected to continue to devote only a minimal portion
of their time to the Company's affairs, until a Business Combination has been
consummated, whereupon they are expected to resign in favor of the management of
the private company acquired or merged with.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Shown in the following table are those individuals known to
the Company to be the beneficial owners of more than five percent of any class
of its voting securities, consisting of shares of common stock, par value $.001
per share. Also shown are the number of shares beneficially owned by the
Company's directors, and by the officers and directors as a group.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended March 31, 1997, the Company was
not a party to any transaction with its directors, officers, principal
securityholders or the affiliates of any of them, involving an amount exceeding
$60,000. The only transactions consisted of the payment of legal fees and
repayment of disbursements.
Bills submitted by Ms. Abato for continuing legal services
rendered on behalf of the Company will be paid at a discount to Ms. Abato's
current hourly rate, or on a project basis. Disbursements made on the Company's
behalf will be reimbursed.
PAGE 13 OF 15 PAGES
Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
(a) Filed herewith are an audited balance sheet and footnotes
as of March 31, 1996, and March 31, 1997 and related statements of income and
expenses, cash flows, and stockholders' equity.
The following documents, previously filed with the
Company's registration statement on Form SB-2, are incorporated by reference:
Certificate of Incorporation and By-Laws
(b) Reports on Form 8-K - None
PAGE 14 OF 15 PAGES
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BISHOP EQUITIES, INC.
By:/s/Maureen Abato
-----------------
Maureen Abato
Secretary-Treasurer
Dated: September 15, 1997
In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By:/s/Deborah A. Salerno
----------------------
Deborah A. Salerno
President and Director
Dated: September 15, 1997
By:/s/Maureen Abato
----------------------
Maureen Abato, Secretary-
Treasurer and Director
Dated: September 15, 1997
SUPPLEMENTAL INFORMATION: A proxy statement is not being furnished at this time,
nor has Registrant furnished its shareholders with annual reports. Copies of an
annual report for the year ended March 31, 1997, if distributed subsequent to
the filing date hereof, will be furnished to the Commission when available.
PAGE 15 OF 15 PAGES