-----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, EZ3upHIQQk33V7hi7TVLN+dlLVNekXxkNbuAwjGpSSiHS014SmYf2YGz4uQ5yByD 5DOf9IbIFf7Pm3FTXYYM1w== 0001034592-97-000004.txt : 19970930 0001034592-97-000004.hdr.sgml : 19970930 ACCESSION NUMBER: 0001034592-97-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970929 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: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-06410 FILM NUMBER: 97687076 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, 1997 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 18, 1997 was 403,000. PART I 1. Business The Registrant was incorporated in November 1996 and formed by Modern Technology Corp. (MTC) who presently owns all 403,000 outstanding shares. MTC intends to distribute 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 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 will probably recommend its liquidation and dissolution. During 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, 1997, 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 - 370 shareholders of record as of 9/22/97. Dividends - None Paid. Item 6. Selected Financial Data For the period from December 17, 1996 to June 30, 1997 Total Revenues $ -0- Net Income (Loss) (578) Net Income (Loss) per share NIL Total Assets 29,722 Long Term Debt -0- Dividends -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. For the period from December 17, 1996 to June 30, 1997 the Registrant generated a net loss of $578 which consisted of general and administrative expenses. At June 30, 1997 the Registrant has total assets of $29,722, no liabilities and stockholders equity of $29,722. At June 30, 1997 there were 403,000 shares issued and outstanding. 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. has registered the Registrant's shares with the Securities and Exchange Commission and intends to distribute these shares to Modern Technology Corp's stockholders in the form of a dividend. 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 46 President and Next Annual Director Meeting Anne Seidenfeld 84 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. He is also 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. He is also President and a Director of Davin Enterprises, Inc., a publicly traded company which is seeking out appropriate business opportunities and which also has an equity position in Target Vision Inc., a privately owned company in the computerized communication field. 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., Modern Technology Corp. and Davin Enterprises, Inc. Arthur Seidenfeld is the son of Anne Seidenfeld. Item 11. Management - Remuneration and Transactions. During the period from inception to June 30, 1997 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, 1997 and December 16, 1996 Statement of Shareholders' Equity For the Period November 19, 1996 (Inception) to June 30, 1997 Statement of Operations For the Period from December 17, 1996 to June 30, 1997 and For the Period from November 19, 1996 (Inception) to December 16, 1996. Statement of Cash Flows For the Period from December 17, 1996 to June 30, 1997 and For the Period from November 19, 1996 (Inception) to December 16, 1996. Notes to Financial Statements Schedule II-Valuation and Qualifying Accounts 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. CORAL DEVELOPMENT CORP. FINANCIAL STATEMENTS JUNE 30, 1997 AND DECEMBER 16, 1996 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. 461 Beach 124 Street Belle Harbor, New York 11694 We have audited the accompanying balance sheets of CORAL DEVELOPMENT CORP. (A Development Stage Enterprise) as of June 30, 1997 and December 16, 1996 and the related statements of stockholder's equity, operations and cash flows for the period ended June 30, 1997 and the period November 19, 1996 (inception) to December 16, 1996. 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, 1997 and December 16, 1996, 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 15, 1997 Page 1 of 7 CORAL DEVELOPMENT CORP. (A WHOLLY OWNED SUBSIDIARY) (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS June 30, December 16, 1997 1996 ASSETS ASSETS Current assets - cash $ 3,515 $30,000 Deferred registration costs 25,907 -0- Organization Expense 300 300 TOTAL ASSETS $29,722 $30,300 LIABILITIES AND STOCKHOLDER'S EQUITY TOTAL LIABILITIES $ -0- $ -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 (578) -0- TOTAL STOCKHOLDER'S EQUITY 29,722 30,300 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $29,722 $30,300 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, 1997 (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 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 Period from November 19, 1996 December 17, 1996 (inception) to to June 30, 1997 December 16, 1996 General and administrative expenses $ (578) $ -0- Net (Loss) for the period $ (578) $ -0- Net (Loss) per share $ (0.00) $ (0.00) Weighted average common shares outstanding 403,000 403,000 Cumulative amounts from inception: General and administrative expenses $ 578 Net (Loss) $ (578) 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 Period From Cumulative Period From 11/19/96 Amounts 12/17/96 (inception) From to 6/30/97 to 12/16/96 Inception CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ (578) $ -0- $ (578) Changes In Assets (Increase) in Organization Expense -0- (300) (300) Net Cash (Used In) Operating Activities (578) (300) (878) CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0- CASH FLOWS FROM FINANCING ACTIVITIES Common Stock Issuance -0- 30,300 30,300 (Increase) in Deferred Registration Costs (25,907) -0- (25,907) Net Cash Provided By (Used In) Financing Activities (25,907) 30,300 4,393 Net Increase (Decrease) in Cash (26,485) 30,000 3,515 Cash, Beginning of Period 30,000 -0- -0- CASH, END OF PERIOD $ 3,515 $30,000 $ 3,515 Supplemental Disclosures of Cash Flow Information Cash Paid During Period for: 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, 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 $578 available to reduce any future income taxes. The tax benefit of these losses, approximately $200, 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, 1997 (UNAUDITED) NOTE 4: DEFERRED REGISTRATION COSTS As of June 30, 1997, the Company has incurred deferred registration costs of $25,907 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. Page 7 of 7 Our examination was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The information contained in the following Schedule is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Securities and Exchange Commision. Such information has been subjected to the auditing procedures applied in the examination of the basic financial statements and, in our opinion, is fairly stated in all material respects to the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. Greenberg & Company LLC Springfield, New Jersey August 15, 1997 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS JUNE 30, 1997 COLUMN A-DESCRIPTION COLUMN B-BALANCE COLUMN C-ADDITIONS COLUMN C-ADDITIONS COLUMN D COLUMN E-BALANCE AT BEGINNING OF CHARGED TO COSTS CHARGED TO OTHER DEDUCTIONS AT END OF PERIOD PERIOD AND EXPENSE ACCOUNTS TAX BENEFIT RESERVE 0 200 0 0 200
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, Principal Executive Officer and Principal Financial Officer Dated: September 22, 1997 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 Sept 22, 1997 Director Anne Seidenfeld Treasurer, Secretary Sept 22, 1997 and Director EX-27 2
5 YEAR JUN-30-1997 JUN-30-1997 3515 0 0 0 0 3515 0 0 29722 0 0 0 0 403 29319 29722 0 0 0 578 0 0 0 (578) 0 (578) 0 0 0 (578) 0 0
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