-----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, DHqKnE7vhdX5YIQuJmFPd9jvz1iAl+rHtkIwoem1c+/gYepuDbPq9DpBS8cGv6kc BOCnIaVMhnfUQZacmCs+dA== 0000891554-98-001008.txt : 19980817 0000891554-98-001008.hdr.sgml : 19980817 ACCESSION NUMBER: 0000891554-98-001008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1997 CORP CENTRAL INDEX KEY: 0001036824 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-24671 FILM NUMBER: 98688027 BUSINESS ADDRESS: STREET 1: 407 E GRAND RIVER CITY: BRIGHTON STATE: MI ZIP: 48116 BUSINESS PHONE: 8102201220 MAIL ADDRESS: STREET 1: 407 E GRAND RIVER CITY: BRIGHTON STATE: MI ZIP: 48116 10QSB 1 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGES ACT OF 1934. For the quarterly period ended June 30, 1998 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGES ACT OF 1934 For the transition period from __________________ to _________________ Commission file number 333-24671 1997 CORP. (Exact name of registrant as specified in its charter) DELAWARE 13-3936988 (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization 315 West 106th Street, New York New York 10025 (Address of principal executive offices) (Zip Code) (212)-678-6231 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ---- ---- The number of shares outstanding of the issuer's single class of common stock as of June 30, 1998 was 45,000. Transitional Small Business Disclosure Format (check one) YES NO X ---- ---- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is currently in the development stage. In 1997 the Company raised $150,000 through the sale of 30,000 shares of Common Stock. The proceeds from the sale as well as the shares of Common Stock sold are currently held in escrow pending approval of a Business Combination or the return of the same to the shareholders of the Company. All activity of the Company to date has been related to its formation, financing, and review of various businesses for acquisition by the Company. The Company does not have discretionary access to the income on the monies in escrow account and stockholders of the Company will not receive any distribution of the income (except in connection with a liquidation of the Company) or have any ability to direct other use or distribution of such income. Thus, such income will cause the amount in escrow to increase. The Company cannot use the escrowed amounts to pay the costs of evaluation potential Business combinations. To the extent that Common Stock is used as consideration to effect a Business Combination, the balance of the net proceeds from the offering not theretofore expended will be used to finance the operations of the Target Business. No cash compensation will be paid to any officer or director in their capacities as such until after the consummation of the first Business Combination. Since the role of present management after a Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to such persons after a Business Combination. In the event that the Company does not effect a Business Combination by October 24, 1998, the Company will distribute to the then holders of Common Stock acquired as part of the Shares sold in its 1997 offering the amount held in the escrow account with a pro-rata share of all interest accrued in such account. On July 15, 1998, 1997 Corp., entered into a Merger Agreement with CyBear, Inc., a Florida corporation, and has filed a Post-Effective Amendment, to its Registration Statement with the Securities and Exchange Commission (the "SEC"). CyBear was organized by Anda Generics, Inc. ("Anda") a wholly owned subsidiary of Andrx Corporation, a Florida corporation, as a healthcare communications technology company to develop technology and products to address the growing communication and information problems within the healthcare community. The Company intends to submit the proposed merger with CyBear to shareholders for approval following the SEC review and declaration of effectiveness of the Post-Effective Amendment to the Company's existing Registration Statement. 1 1997 CORP. BALANCE SHEET ASSETS June 30, 1998 Dec. 31, 1997 ------------- ------------- (Unaudited) Cash $ 1,077.74 $ 1,064.00 Shareholders Escrowed Funds (See Note 5) 152,687.90 151,362.00 Capitalized Acquisition Costs (See Note 3) 20,000.00 -- ----------- ----------- TOTAL ASSETS $173,765.64 $152,426.00 =========== =========== LIABILITIES AND REDEEMABLE STOCKHOLDERS' EQUITY Accounts Payable $ 28,816.67 $ 407.00 Notes Payable to Stockholders (See Note 4) 3,000.00 -- ----------- ----------- TOTAL LIABILITIES 31,816.67 407.00 REDEEMABLE STOCKHOLDERS' EQUITY Preferred stock, $.01 par value, authorized 2,000,000 shares; none issued or outstanding -- -- Common stock, $.001 par value, authorized 10,000,000 shares; issued and outstanding 45,000 shares 45.00 45.00 Paid in capital (See Note 5) 210,005.00 210,005.00 Accumulated Deficit (68,101.03) (58,031.00) ----------- ----------- TOTAL REDEEMABLE STOCKHOLDERS' EQUITY 141,948.97 152,019.00 ----------- ----------- TOTAL LIABILITIES AND REDEEMABLE STOCKHOLDERS' EQUITY $173,765.64 $152,426.00 =========== =========== The accompanying notes are an integral part of the financial statements. 2 1997 CORP. STATEMENT OF OPERATIONS
Three Months Ended Six Months Ended Year Ended June 30,1998 June 30, 1998 Dec. 31, 1997 ------------ ------------- ------------- (Unaudited) (Unaudited) Interest income $ 304.90 $ 1,325.90 $ 1,362.00 ---------- ----------- ----------- Expenses: General and administrative expenses 8,995.93 11,395.93 59,393.00 ---------- ----------- ----------- Total expenses 8,995.93 11,395.93 59,393.00 ---------- ----------- ----------- Net loss $(8,284.03) $(10,070.03) $(58,031.00) ========== =========== =========== Basic and diluted loss per share $ (0.18) $ (0.22) $ (2.05) ========== =========== =========== Basic and diluted weighted average shares 45,000 45,000 28,333 ========== =========== ===========
The accompanying notes are an integral part of the financial statements. 3 1997 CORP. STATEMENT OF CASH FLOWS (Unaudited) For the period from January 1, 1998 to June 30, 1998 Cash flows from operating activities: Net loss $(10,070.03) Changes in assets and liabilities: Increase in Accounts Payable for period 8,409.67 ---------- Net cash used in operating activities (1,660.36) ---------- Cash flows from investing activities: Payments to cash escrow reserve (1,325.90) ---------- Net cash used in investing activities (1,325.90) ---------- Cash flows from financing activities Shareholder Loans 3,000.00 ---------- Net cash provided by financing activities 3,000.00 ---------- Increase in cash and cash equivalents during the period 13.74 Cash and cash equivalents, beginning of period 1,064.00 ---------- Cash and cash equivalents, end of period $ 1,077.74 ========== The accompanying notes are an integral part of the financial statements. 4 1997 CORP. NOTES TO FINANCIAL STATEMENT JUNE 30, 1998 1. FORMATION OF COMPANY 1997 Corp. ( a development stage enterprise) (the "Company"), was incorporated in the state of Delaware on March 17, 1997. It intends to serve, as a vehicle to effect a business combination with a target business which the Company believes will have significant growth potential. The Company intends to utilize the net proceeds of this offering, equity securities, debt securities, bank and other borrowing or a combination thereof in effecting a business combination. (See Note 6) 2. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES The financial statements are prepared on an accrual basis. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make significant estimates and assumptions that effect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. 3. CAPITALIZED ACQUISITION COSTS The capitalized acquisition costs reflects the legal fees associated with the CyBear transaction. (see Note 6) 4. NOTES PAYABLE TO STOCKHOLDERS Each of the two stockholders made a $1,500 loan to the Company on June 30, 1998, bearing 7% interest and payable on demand, to provide capital to the Company to pay certain expenses. 5. SHAREHOLDER ESCROWED FUNDS Continental Stock Transfer & Trust Company ("Continental") is holding the public offering proceeds and the stock certificates of the public investors in escrow pursuant to Rule 419 of the Rules and Regulations of the Securities and Exchange Commission. Continental will 5 hold the proceeds and the stock certificates pursuant to Rule 419 until the approval of a business combination by the shareholders of the Company. If a business combination has not been approved by the shareholders by October 28, 1998 all proceeds will be promptly returned to the shareholders and the stock certificates will be canceled. 6. SUBSEQUENT EVENT On July 15, 1998, 1997 Corp., entered into a Merger Agreement with CyBear, Inc., a Florida corporation, and has filed a Post-Effective Amendment, to its Registration Statement with the Securities and Exchange Commission (the "SEC"). CyBear was organized by Anda Generics, Inc. ("Anda") a wholly owned subsidiary of Andrx Corporation, a Florida corporation, as a healthcare communications technology company to develop technology and products to address the growing communication and information problems within the healthcare community. The Company intends to submit the proposed merger with CyBear to shareholders for approval following the SEC review and declaration of effectiveness of the Post-Effective Amendment to the Company's existing Registration Statement. 6 PART II - OTHER INFORMATION 1997 CORP. JUNE 30, 1998 None. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: 1997 Corp. Registrant /s/Richard L. Campbell ------------------------ Date: August 13, 1998 By: Richard L. Campbell Acting Chief Financial Officer 8 EX-27 2 FDS --
5 6-Mos Dec-31-1998 Jun-30-1998 153,765 0 0 0 0 173,765 0 0 173,765 31,816 0 0 0 141,949 0 173,765 305 305 0 0 8,996 (8,284) 0 0 0 0 0 0 0 (8,284) (0.18) (0.18) (1) Includes restricted cash (2) Interest Income
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