-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nvdykkx2+R5jcTl64ZgLuVQ9uUOdUik7A+T40ElFqGES3+jGJEagU+1rmisrI14R t6KOJBe0vKjtDWNEUeHdYA== 0001034592-98-000015.txt : 19980930 0001034592-98-000015.hdr.sgml : 19980930 ACCESSION NUMBER: 0001034592-98-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL DEVELOPMENT CORP CENTRAL INDEX KEY: 0001034592 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113349762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-06410 FILM NUMBER: 98717303 BUSINESS ADDRESS: STREET 1: 240 CLARKSON AVE CITY: BROOKLYN STATE: NY ZIP: 11226 BUSINESS PHONE: 7184693132 MAIL ADDRESS: STREET 1: 240 CLARKSON AVENUE CITY: BROOKLYN STATE: NY ZIP: 11226 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K / X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934(Fee Required) For the Fiscal Year Ended June 30, 1998 Commission File number 333-6410 CORAL DEVELOPMENT CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 11-3349762 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 240 Clarkson Avenue, Brooklyn NY 11226 (Address of Principal Executive Office) (Zip Code) (718)469-3132 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past ninety days. Yes / X / No / /. Indicate by check if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. /X/ As of September 18, 1997, there was no aggregate market value of the voting stock held by non-affiliates of the Registrant due to the fact that there was no trading market in the shares of the Registrant. The Number of Shares Outstanding of the Registrant at September 17, 1998 was 403,000. PART I 1. Business The Registrant was incorporated in November 1996 and formed by Modern Technology Corp. (MTC). MTC distributed the 403,000 shares to its shareholders as a dividend, on a pro-rata basis, at the rate of one share for each 50 shares of MTC. The shares are in escrow pursuant to Rule 419. The Registrant proposed to combine with an existing privately held company. A combination may be structured as a merger, consolidation, exchange of Registrant's common stock for stock or assets or any other form which will result in the combined enterprises being a publicly held corporation. If the Company is unable to consummate a suitable combination within 18 months from the effective date of its Registration Statement (June 6, 1997) (under Rule 419) then the securities will be released from escrow and returned promptly to MTC and its Board of Directors has the option to recommend its liquidation and dissolution. On July 22, 1998 the Company signed an agreement to merge with OmniComm Systems, a company in the computer software field, for 940,000 shares of the Company (which number of shares may be increased in the event certain earning levels are attained). The agreement is subject to Rule 419. For the year ended June 30, 1998 the Registrant generated a net loss of $8,817. For the period from December 17, 1996 to June 30, 1997 the Registrant generated a net loss of $578. Item 2. Properties As of June 30, 1998, the Registrant owned no property. The Registrant utilizes some space in the offices of MTC for which it pays no rent. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. There is no market for the shares of the Registrant. Number of Shareholders - 372 shareholders of record as of 9/17/98. Dividends - None Paid. Item 6. Selected Financial Data Period From For the year ended December 17, 1996 June 30, 1998 to June 30, 1997 Total Revenues $ -0- $ -0- Net Income (Loss) (8,817) (578) Net Income (Loss) per share (.02) NIL Total Assets 27,606 29,722 Long Term Debt -0- -0- Dividends -0- -0- Item 7. Management's Discussion and Analysis of Results of Operations. The Registrant is a Delaware corporation in the development state and has not begun any formal operations. The principal purpose of the Registrant is to find and merge with an operating company. On July 22, 1998 the Registrant signed an agreement to merge with OmniComm Systems, Inc., a company in the computer software field, for 940,000 shares of the Registrant (which number of shares may be increased in the event certain earning levels are attained). The Registrant intends to file with the Securities and Exchange Commission an amendment to its registration statement. At the time this proposed amendment to the registration statement becomes effective, the Registrant plans to ask its shareholders for approval of the proposed merger. If 80% or more approval is received, all of the Registrant's current 403,000 shares would be released from escrow and distributed to its shareholders. For the year ended June 30, 1998 the Registrant generated a net loss of $8,817 which consisted of general and administrative expenses. At June 30, 1998 the Registrant has total assets of $27,606, total liabilities of $6,701 and stockholders' equity of $20,905. For the period from December 17, 1996 to June 30, 1997 the Registrant generated a loss of $578. At June 30, 1997 the Registrant had total assets of $29,722 and stockholders' equity of $29,722. On December 10, 1996 Modern Technology Corp., the parent company of the Registrant, purchased 403,000 shares of the company for $30,300. Modern Technology Corp. registered the Registrant's shares with the Securities and Exchange Commission and distributed these shares to Modern Technology Corp's stockholders in the form of a dividend, subject to Rule 419. Year 2000 Disclosure The year 2000 issue is the result of computer programs being written using two digits rather than four digits to define the applicable year. Computer programs that have too sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including among other things, a temporary inability to process transactions, send invoices or engage in similar normal business activities. Based on a recent internal assessment, the Company does not anticipate that the cost of any needed modifications will have a material effect on results of operations. Item 8. Financial Statements. Attached. Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers. The executive officers and directors of the Registrant are as follows: Name Age Title Term Expires Arthur Seidenfeld 47 President and Next Annual Director Meeting Anne Seidenfeld 85 Treasurer, Next Annual Secretary and Meeting Director Each of the above named individuals has served the Registrant in the capacity indicated since its formation on November 19, 1996. Arthur Seidenfeld has been President and Director of the Registrant since its formation. Mr. Seidenfeld was awarded a B.S. Degree in Accounting from New York University in 1972 and an M.B.A. in Finance in 1978 from Pace University. Since 1983 he has been President and Director of Modern Technology Corp., a publicly traded company engaged in financial consulting activities. He is also President and a Director of Daine Industries Inc., a publicly traded company which through its wholly owned subsidiary, Lite King Corp., is engaged in the manufacture of wiring devices. From 1987 to December 1997 he was President and a Director of Davin Enterprises, Inc., a publicly traded company which merged (during December 1997) with Creative Masters Ltd., a private company engaged in the manufacture of replica cars (OTC bulletin board symbol CVMI). From July 1994 until April 1997, he was also treasurer-secretary of Soft Sail Wind Power Inc., a newly established company engaged in wind energy research and development activities. Anne Seidenfeld, Treasurer, Secretary and Director, received her diploma from Washington Irving High School, New York City, in 1931. Mrs. Seidenfeld is Treasurer, Secretary and Director of Daine Industries Inc. and Modern Technology Corp. She served as Treasurer, Secretary and Director of Davin Enterprises, Inc. from 1987 to December 1997. Arthur Seidenfeld is the son of Anne Seidenfeld. Item 11. Management - Remuneration and Transactions. Neither officer received any remuneration. PART IV Item 12. Security Ownership of Certain Beneficial Owners and Management. a. The following are known to Registrant to be beneficial owners of 5% or more of the Registrant's common stock: Title of Class Common Stock Name of Beneficial Owner Amount & Percentage Nature of of Class Beneficial Ownership Arthur Seidenfeld 240 Clarkson Ave Brooklyn, New York 193,096 47.9% Anne Seidenfeld 240 Clarkson Ave Brooklyn, New York 48,530 12.0% All officers and Directors as a Group (2) 241,626 59.9% b. The shares owned by management are as follows: Arthur Seidenfeld 193,096 47.9% Anne Seidenfeld 48,530 12.0% Item 13. Certain Relationships and Related Transactions. None. CORAL DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE ANNUAL REPORT OF THE COMPANY ON FORM 10K Item 14. Exhibits Financial Statements and Schedules and Reports on Form 10K Accountant's Report Balance Sheets as of June 30, 1998 and June 30, 1997 Statement of Shareholders' Equity For the Period November 19, 1996 (Inception) to June 30, 1998 Statement of Operations For the Year ended June 30, 1998 and the Period from December 17, 1996 to June 30, 1997. Statement of Cash Flows For the Year ended June 30, 1998, Period from December 17, 1996 to June 30, 1997 and Cumulative Amounts from Inception. Notes to Financial Statements Other schedules not submitted are omitted, because the information is included elsewhere in the financial statements or the notes thereto, or the conditions requiring the filing of these schedules are not applicable. Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Securities Act of 1934 by Registrant which have not registered securities pursuant to Section 12 of the Securities Act of 1934: a) No annual report or proxy material has been sent to security holders. When such report or proxy materials are furnished to securities holders subsequent to the filing of this report, copies shall be furnished to the Commission when sent to securities holders. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORAL DEVELOPMENT CORP. By Arthur Seidenfeld President Dated: September 23, 1998 CORAL DEVELOPMENT CORP. FINANCIAL STATEMENTS JUNE 30, 1998 AND 1997 I N D E X Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1 BALANCE SHEETS 2 STATEMENT OF STOCKHOLDER'S EQUITY 3 STATEMENTS OF OPERATIONS 4 STATEMENTS OF CASH FLOWS 5 NOTES TO THE FINANCIAL STATEMENTS 6-7 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT To the Board of Directors and Stockholders CORAL DEVELOPMENT CORP. Brooklyn, New York We have audited the accompanying balance sheets of CORAL DEVELOPMENT CORP. (A Development Stage Enterprise) as of June 30, 1998 and 1997 and the related statements of stockholder's equity, operations and cash flows for the period ended June 30, 1998 and 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of CORAL DEVELOPMENT CORP. (A Development Stage Enterprise) as of June 30, 1998 and 1997, and the statement of its operations and cash flows for the periods then ended, in conformity with generally accepted accounting principles. GREENBERG & COMPANY LLC Springfield, New Jersey August 6, 1998 Page 1 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS June 30, 1998 1997 ASSETS ASSETS Current assets - cash $ 1,299 $ 3,515 Deferred registration costs 26,007 25,907 Organization Expense 300 300 TOTAL ASSETS $27,606 $29,722 LIABILITIES AND STOCKHOLDER'S EQUITY Due to parent company $ 6,701 $ -0- TOTAL LIABILITIES 6,701 $ -0- STOCKHOLDER'S EQUITY Common stock par value $.001 20,000,000 shares authorized 403,000 shares issued and outstanding 403 403 Additional paid in capital 29,897 29,897 (Deficit) accumulated during the development stage (9,395) (578) TOTAL STOCKHOLDER'S EQUITY 20,905 29,722 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $27,606 $29,722 The accompanying notes are an integral part of this financial statement. Page 2 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF STOCKHOLDER'S EQUITY FOR THE PERIOD NOVEMBER 19, 1996 (INCEPTION) TO JUNE 30, 1998 (Deficit) Common Accumulated Total Stock Additional During the Stock- # of $.001 par Paid in Development holder's Shares Value Capital Stage Equity Initial investment in capital stock 403,000 $403 $29,897 $ -0- $30,300 Balance - December 16, 1996 403,000 403 29,897 -0- 30,300 Net (Loss) for the period (578) (578) Balance - June 30, 1997 403,000 403 29,897 (578) 29,722 Net (Loss) for the year ended June 30, 1998 (8,817) (8,817) BALANCE - JUNE 30, 1998 403,000 $403 $29,897 $(9,395) $20,905 The accompanying notes are an integral part of this financial statement. Page 3 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS Period from For the Year Ended December 17, 1996 June 30, 1998 to June 30, 1997 General and administrative expenses $(8,817) $ (578) Net (Loss) for the period $(8,817) $ (578) Net (Loss) per share $ (0.02) $ (0.00) Weighted average common shares outstanding 403,000 403,000 Cumulative amounts from inception: General and administrative expenses $ 9,395 Net (Loss) $(9,395) Net (Loss) per share $ (0.02) The accompanying notes are an integral part of this financial statement. Page 4 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS Cumulative For The Period From Amounts Year Ended 12/17/96 From 6/30/98 to 6/30/97 Inception CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $(8,817) $ (578) $ (9,395) Changes In Assets (Increase) in Organization Expense -0- -0- (300) Net Cash (Used In) Operating Activities (8,817) (578) (9,695) CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0- CASH FLOWS FROM FINANCING ACTIVITIES Loan from Parent Company 6,701 -0- 6,701 Common Stock Issuance -0- -0- 30,300 (Increase) in Deferred Registration Costs (100) (25,907) (26,007) Net Cash Provided By (Used In) Financing Activities 6,601 (25,907) 10,994 Net Increase (Decrease) in Cash (2,216) (26,485) 1,299 Cash, Beginning of Period 3,515 30,000 -0- CASH, END OF PERIOD $ 1,299 $ 3,515 $ 1,299 Supplemental Disclosures of Cash Flow Information Cash Paid During Period for: Income Taxes $ -0- $ -0- $ -0- Interest $ -0- $ -0- $ -0- The accompanying notes are an integral part of this financial statement. Page 5 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1998 AND 1997 NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS Coral Development Corp. (CDC) is a Delaware corporation. CDC is in the development stage and has not begun any formal operations. CDC's office is located in New York. The principal purpose of CDC is to find and merge with an operating company. The Company's fiscal year end is June 30. On December 10, 1996 Modern Technology Corp., the parent company of Coral Development Corp., purchased 403,000 shares of the company for $30,300. The shares of the Company were registered on June 6, 1997 with the Securities and Exchange Commission. The intention of Modern Technology Corp. is to distribute those shares to Modern Technology Corp.'s stockholders in the form of a dividend. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING POLICIES Coral Development Corp.'s accounting policies conform to generally accepted accounting principles. Significant policies followed are described below. ESTIMATES IN FINANCIAL STATEMENTS The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3: INCOME TAXES The Company follows Statement of Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes." FAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company has net operating loss carry forwards of approximately $10,000 available to reduce any future income taxes. The tax benefit of these losses, approximately $3,500, has been offset by a valuation allowance due to the uncertainty of its realization. Page 6 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1998 AND 1997 (UNAUDITED) NOTE 4: DEFERRED REGISTRATION COSTS As of June 30, 1998, the Company has incurred deferred registration costs of $26,007 relating to expenses incurred in connection with the Proposed Distribution (see Note 1). Upon consummation of this Proposed Distribution, the deferred registration costs will be charged to equity. Should the Proposed Distribution prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. NOTE 5: SUBSEQUENT EVENT On July 22, 1998, the Company signed an Agreement and Plan of Reorganization with Omnicomm Systems, Inc. (Omnicomm). The agreement calls for Omnicomm to be merged into the Company. Omnicomm is a privately held company engaged in the computer software industry. The transaction is contingent upon receiving shareholder approval from both companies and also subject to the conditions of Rule 419 of the Securities Act of 1933 and approval by the Securities and Exchange Commission of a post-effective amendment to the registration statement. Page 7 of 7 CORAL DEVELOPMENT CORP. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS COLUMN A COLUMN B COLUMN C COLUMN C COLUMN D COLUMN E DESCRIPTION BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS BALANCE AT BEGINNING CHARGED TO CHARGED TO END OF OF PERIOD COSTS AND OTHER PERIOD EXPENSES ACCOUNTS TAX BENEFIT RESERVE $200 $3,300 $-0- $-0- $3,500 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Name and Signature Title Date Arthur Seidenfeld President and Director Sept 23, 1998 Principal Executive Officer Principal Financial Officer Anne Seidenfeld Treasurer, Secretary Sept 23, 1998 and Director Gerald Kaufman Director Sept 23, 1998 EX-27 2
5 YEAR JUN-30-1998 JUN-30-1998 1299 0 0 0 0 1299 0 0 27606 0 0 0 0 403 20502 27606 0 0 0 0 8817 0 0 (8817) 0 (8817) 0 0 0 (8817) (.02) (.02)
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