-----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, TahjD5h/LDoFmo5fNYKah5ce7pKqmeBTyzbYHUnshcC70LnuKs0bkaZ6rTTQPqXY D2yXN9jLmkp3gaax5EG7lw== 0000742814-97-000017.txt : 19970612 0000742814-97-000017.hdr.sgml : 19970612 ACCESSION NUMBER: 0000742814-97-000017 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970611 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARNOX CORP CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 061094094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14724 FILM NUMBER: 97622478 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 34615 BUSINESS PHONE: 8134433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 34615 10-K/A 1 REVISION TO MATCH REVISED DEF. PROXY 15 15 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number 0-14724 ARNOX CORPORATION (Exact name of Registrant as specified in its charter) Delaware 06-1094094 (state or other jurisdiction of (IRS Employer incorporation of organization) identification No.) 1612 N. Osceola Avenue Clearwater, Florida 34615 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (813) 443 3434 Securities Registered pursuant to Section 12(g) of the Act Common Stock, par value $.001 per share. 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). Yes __________ No. ___ X _____ _____________ APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___ No ____ The number of shares outstanding of the Registrant's common stock is 3,439,247 (according to the records of the transfer agent, Continental Stock Transfer and Trust Company as of September 9, 1996). The Registrant is an inactive company with limited trading in these securities. There has been virtually no regular trading in the market of this security over the last six years. PART I Item 1. Business Corporate Background Information ARNOX CORPORATION (the "Registrant") was incorporated on October 17, 1983 under the laws of the State of DELAWARE. The Company's business consisted of specializing in the culturing of mammalian cells and the production of cellular proteins, such as antibodies, blood factors, enzymes and hormones. The Registrant conducted an initial public offering of its Common Stock in October, 1985 pursuant to a Form S-1 Registration Statement under the Securities Act of 1933 (the "Securities Act"). In connection with an application to list its Common Stock on the NASDAQ system, the Company also registered its Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). After pursuing its business for several years, the Registrant filed a voluntary petition under Chapter 11 of the Bankruptcy Act on September 11, 1989. This proceeding was filed in with the U.S. Bankruptcy Court for the District of New Jersey and designated as Case # 89-97155. On December 18, 1989, the Company's Chapter 11 case was voluntarily converted to a case in Chapter 7 which resulted in the orderly liquidation of all corporate assets and the use of the proceeds to repay the Company's creditors. On July 12, 1994 the Company's case under Chapter 7 was closed by an order of the Court and the trustee was discharged. As a result of the Bankruptcy, the Company has no assets, liabilities, management or ongoing operations and had not engaged in any business activities since September, 1989. The Registrant was totally inactive from July 12, 1994 to June 13, 1995. During the pendancy of the Bankruptcy, the Company neglected to file franchise tax returns with and pay the required franchise taxes to the State of Delaware. As a result, the Company's corporate charter was revoked by order of the Secretary of State of the State of Delaware on March 1, 1990. Similarly, the Company neglected to file with the SEC either (a) the regular reports that are required of all companies that have securities registered under the Exchange Act, or (b) a certification on Form 15 terminating its registration under the Exchange Act. As a result, the Company remained a Registrant under the Exchange Act but was seriously delinquent in its SEC reporting obligations. According to the National Quotation Bureau, the last published quotation for the Company's Common Stock was posted by Gruntal & Co., Inc., one of the Company's market makers, on March 5, 1990. At that time, the published quote was $.01 bid and .10 asked. There have been no published quotations for the Company's Common Stock since March 5, 1990. Acting in its capacity as a Stockholder of the Company, and without first receiving any consent, approval or authorization of any other Stockholder or former officer or director of the Company, Capston effected a renewal, revival and restoration of the Company's certificate of incorporation pursuant to Section 312 of the General Corporation Law of the State of Delaware. In general, Section 312 provides that any corporation may "procure an extension, restoration, renewal or revival of its certificate of incorporation, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities which had been secured or imposed by its original certificate of incorporation" upon compliance with certain procedural requirements. After reviewing the applicable files, Capston determined that the only debt of the Company that was "secured or imposed by its original certificate" was the obligation of the Registrant to pay its Delaware taxes. Therefore, Capston paid all past due franchise taxes on behalf of the Company and then filed a Certificate of Renewal, Revival, Extension and Restoration of the Company's Certificate of Incorporation on behalf of the Company under the authority granted by Section 312(h). This Certificate was filed in the office of the Secretary of State of the State of Delaware on June 10, 1996 and at the date of this filing the Company is lawfully incorporated, validly existing and in good standing under the laws of the State of Delaware. On June 13, 1996, Capston Network Company, acting in its capacity as a Stockholder of the Company, and without first receiving any consent, approval or authorization of any other Stockholder or former officer or director of the Company, Capston filed a 10-K for the years ending December 31, 1989-1995. On the same day, Capston filed a proxy seeking approval and ratification of its actions, along with approval to seek a suitable business transaction. After receiving comments from both the Accounting and Corporate Finance divisions, Capston filed an amended 10-K with included an audit at the close of bankruptcy. In July, 1996, the Company filed an 8-K reporting the positive results of the proxy. To date a suitable business transaction has not secured. in a Proxy Statement dated June 13, 1996, Capston Network Company ("Capston") sought stockholder approval of a financial restructuring plan for ARNOX that contemplated a 1 for 10 reverse split and the issuance of a 90% equity interest in the Company to the stockholders of an unidentified privately-held company. The plan proposed by Capston was approved by the holders of a majority of the issued and outstanding common stock of the Company and Capston has been actively seeking a business combination opportunity for the Company since August 16, 1996. As a result of conversations with the management of several potential acquisition candidates, Capston has determined that the original plan has a number of features that will make difficult, if not impossible, to arrange a suitable business combination transaction. First, the plan approved by the Stockholders does not provide for an optimal capital structure for the Company. Instead, it leaves the existing capital structure of the Company intact. Second, that plan does not provide for the payment of finders fees and other third-party costs in the event that a suitable business combination opportunity is identified and a combination transaction is negotiated. Third, that plan does not provide for any payments to Capston in the event that a suitable business combination opportunity is identified and a combination transaction is negotiated. Finally, the plan does not authorize Capston to enter into a transaction on behalf of the Company. Rather it merely authorizes Capston to seek out a suitable business combination and then present the details of the proposed transaction for a second stockholder vote. As a result of these discussions, Capston has developed a revised plan (the "REVISED PLAN") whereby the Company will be restructured as a "clean public shell" for the purpose of effecting a business combination transaction with a suitable privately-held company that has both business history and operating assets. It is intended by Capston to have a Proxy mailed to the shareholders detailing the REVISED PLAN in February, 1997. Proposed Operations While the Registrant has no assets, liabilities, management or ongoing operations and has not engaged in any business activities since September 1989, Capston believes that it may be possible to recover some value for the Stockholders through the adoption and implementation of a Plan whereby the Registrant will be restructured as a "clean public shell" for the purpose of effecting a business combination transaction with a suitable privately-held company that has both business history and operating assets. Capston believes the Registrant will offer owners of a suitable privately-held company the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than would otherwise be required to conduct an initial public offering. Nevertheless, Capston is not aware of any empirical statistical data that would independently confirm or quantify Capston's beliefs concerning the perceived value of a merger or acquisition transaction for the owners of a suitable privately-held company. The owners of any existing business selected for a business combination with the Registrant will incur significant costs and expenses, including the costs of preparing the required business combination agreements and related documents, the costs of preparing the a Current Report on Form 8-K describing the business combination transaction and the costs of preparing the documentation associated with any future reporting under the Exchange Act and registrations under the Securities Act. If the "Revised Plan" is approved by the Stockholders, the Registrant will continue to be used as a corporate vehicle to seek, investigate and, if the results of such investigation warrant, effect a business combination with a suitable privately-held company or other business opportunity presented to it by persons or firms that seek the perceived advantages of a publicly held corporation. The business operations proposed in the Plan are sometimes referred to as a "blind pool" because Stockholders will not ordinarily have an opportunity to analyze the various business opportunities presented to the Registrant, or to approve or disapprove the terms of any business combination transaction that may be negotiated by Capston on behalf of the Registrant. Consequently, the Registrant's potential success will be heavily dependent on the efforts and abilities of Capston and its officers, directors and consultants, who will have virtually unlimited discretion in searching for, negotiating and entering into a business combination transaction. Capston and its officers, directors and consultants have had limited experience in the proposed business of the Registrant. Although Capston believes that the Registrant will be able to enter into a business combination transaction within 12 months after the approval of the Plan by the Stockholders, there can be no assurance as to how much time will elapse before a business combination is effected, if ever. The Registrant will not restrict its search to any specific business, industry or geographical location, and the Registrant may participate in a business venture of virtually any kind or nature. Capston and its officers, directors and consultants anticipate that the selection of a business opportunity for the Registrant will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, Capston believes that there are numerous privately- held companies seeking the perceived benefits of a publicly traded corporation. Such perceived benefits may include facilitating debt financing or improving the terms on which additional equity or may be sought, providing liquidity for the principals of the business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all stockholders and other factors. Potential 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. Capston anticipates that the Registrant will be able to participate in only one business venture. This lack of diversification should be considered a substantial risk inherent in the Plan because it will not permit the Registrant to offset potential losses from one venture against gains from another. Moreover, due to the Registrant's lack of any meaningful financial, managerial or other resources, Capston believes the Registrant will not be viewed as a suitable business combination partner for either developing companies or established business that are in need of substantial additional capital. Acquisition of Opportunities In implementing a particular business combination transaction, the Registrant may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. After the consummation of a business combination transaction, it is likely that the present Stockholders of the Registrant will only own a small minority interest in the combined companies. In addition, as part of the terms of the acquisition transaction, all of the Registrant's officers and directors will ordinarily resign and be replaced by new officers and directors without a vote of the Stockholders. Capston does not intend to obtain the approval of the Stockholders prior to consummating any acquisition other than a statutory merger that requires a Stockholder vote. Capston and its officers, directors and consultants do not intend to sell any shares held by them in connection with a business acquisition. It is anticipated that any securities issued in a business combination transaction will be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of a business combination, the Registrant may agree to register such securities either at the time the transaction is consummated or at some specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market that may develop may have a depressive effect on such market. While the actual terms of a transaction to which the Registrant 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 of 1986, as amended (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 stockholders of the Registrant would retain less than 20% of the issued and outstanding shares of the combined companies, which could result in significant dilution in the equity of such stockholders. The Registrant intends to structure any business combination in such manner as to minimize Federal and state tax consequences to the Registrant and any target company. As part of the Registrant's investigation of potential business opportunities, Capston and its officers, directors and consultants will ordinarily meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check reference of management and key personnel, and take other reasonable investigative measures, to the extent of the Registrant's limited resources and Capston's limited expertise. The manner in which the Registrant participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Registrant and other parties and the relative negotiating strength of the Registrant and such other management. With respect to any business combination negotiations, Capston will ordinarily focus on the percentage of the Registrant which target company stockholders would acquire in exchange for their ownership interest in the target company. Depending upon, among other things, the target company's assets and liabilities, the Registrant's stockholders will in all likelihood only own a small minority interest in the combined companies upon completion of the business combination transaction. Any business combination effected by the Registrant can be expected to have a significant dilutive effect on the percentage of shares held by the Registrant's current Stockholders. Upon completion of a business combination transaction, there can be no assurance that the combined companies will have sufficient funds to undertake any significant development, marketing and manufacturing activities. Accordingly, the combined companies may be required to either seek additional debt or equity financing or obtain funding from third parties, in exchange for which the combined companies might be required to issue a substantial equity position. There is no assurance that the combined companies will be able to obtain additional financing on terms acceptable to the combined companies. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss of the Registrant of the related costs incurred. Item 2. Properties None. 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 There has been no active trading in the Registrant's security for over five years. It does not currently have a market maker. It does have a new symbol which is ARXC. The last 10-K filed by the former management of the Company before bankruptcy (12/31/88) reported that as of March 30, 1989 there was 1,816 beneficial owners of record. There is no known change to the number of beneficial owners since that time. Item 6. Selected Financial Data. Operating Revenues 1992 1993 1994 1995 1996 Income (Loss) from Continuing Operation 0 0 0 0 (6,815) Income (Loss) from Continuing Operations Per Share 0 0 0 0 (.0020) Total Assets 0 0 0 0 0 Long Term Obligations 0 0 0 0 0 Cash Dividends Declared 0 0 0 0 0 Per Common Share Note 1. The Company was completely inactive during the period commencing upon the filing of its petition under Chapter 7 of the Bankruptcy Code in 1989 and the restoration of its corporate charter in 1996. Accordingly there were no revenues, expenses, assets or liabilities during the years 1992 through 1996. The reported loss from operations in 1996 resulted solely from expenses incurred by Capston on behalf of the Company in connection with the restoration of the CompanyOs corporate charter and the preparation and filing of certain reports required under the Securities Exchange Act of 1934. The off-setting credit was paid-capital, leaving the liabilities and the assets of the Company at $0 as of December 31, 1996. Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition As a result of its 1989 Bankruptcy, the Company has no assets, liabilities, or ongoing operations and has not engaged in any business activities since September 1989. The Company had no operations during the year ended December 31, 1996 and no material assets or liabilities as of December 31, 1996. The reported loss from operations in 1996 resulted solely from expenses incurred by Capston on behalf of the Company in connection with the restoration of the CompanyOs corporate charter and the preparation and filing of certain reports required under the Securities Exchange Act of 1934. It is the intention of management to seek stockholder approval of a Revised Plan whereby the Company will be restructured as a Oclean public shellO for the purpose of effecting a business combination transaction with a suitable privately-held company that has both business history and operating assets, although there can be no assurance that management will be successful in its effforts to negotiate such a transaction. Results of Operations For the past eight months, the Company has been actively seeking an acquisition of assets, property or business that may benefit the Company and its stockholders. While these efforts have not resulted in a suitable business combination transaction, the CompanyOs experience during this period confirms that demand for well structured clean public shells is strong. Over the last eight months, the Company has been evaluated by a number of potential acquisition candidates. In each case, however, the Company has been rejected as unsuitable because (1) the Capital structure of the Company was not suitable, (2) Capston lacked the authority to negotiate a binding transaction for the Company, and (3) any proposed business combination would entail the cost and delay of preparing a business combination proxy statement and holding an additional stockholders meeting with no assurance that the proposed business combination would be approved by the stockholders. Therefore, it became clear that needed to propose a revised plan to the stockholders. Management intends to seek stockholder approval of the Revised Plan described elsewhere herein at the earliest practicable date. Plan of Operation. The Company has not engaged in any material operations or had any revenues from operations during the two preceeding years. The Company's plan of operation for the next twelve months is to continue to seek the acquisition of assets, property or business that may benefit the Company and its stockholders. Because the Company has no resources, management anticipates that to achieve any such acquisition, the Company will be required to issue shares of its common stock as the sole consideration for such acquisition. During the next twelve months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture, which are anticipated to be advanced by Capston as loans to the Company. Because the Company has not identified any such venture as of the date of this Registration Statement, it is impossible to predict the amount of any such loans. However, any loans from Capston will be on terms no less favorable to the Company than would be available from a commercial lender in an arm's length transaction. As of the date of this Annual Report on Form 10-K, the Company has not begun seeking any acquisition. Capston will continue to extend administrative expenses to keep ARNOX current with its reporting requirements, keeping the Corporation in good standing, any required proxy soliicitation or acquistion efforts. Management anticipates that Capston, will advance minor administrative expenses up to approximately $5,000.*These amounts should not exceed $50,000 in out-of-pockets costs. In addition, if approved, additional costs associated with a business combination paid for by issuance of equity position would be for: (i) Capston of 300,000 shares, (ii)up to 11,500,000 shares for an acquisition(s) and (iii) up to 5% of the acquisition for a finder's fee . In the event that additional funding is required in order to keep the Company in good standing and/or to review or investigate any potential merger or acquisition candidate, the Company may attempt to raise such funding through a private placement of its common stock to accredited investors. At the present time, management has no plans to offer or sell any securities of the Company. However, at such time as the Company may decide to engage in such activities, management may use any legal means of conducting such offer or sale, including registration with the appropriate federal and state regulatory agencies and any registration exemptions that may be available to the Company under applicable federal and state laws. Because the Company is not currently making any offering of its securities, and does not anticipate making any such offering in the foreseeable future, management does not believe that Rule 419 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, concerning offerings by blank check companies, will have any effect on the Company or any activities in which it may engage in the foreseeable future. Item 8. Financial Statements and Supplementary Data. For the information called for by this Item, see the Financial Statements attached. Given the attached financials and discussions with Commission staff*, ARNOX will be entering the Small Business Issuer System with its first quarterly filing of 1997. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. The Registrant's financial statements for the years ended December 31, 1988 were audited by the firm of Crowe. Chizek and Company, Certified Public Accountants. As a result of the bankruptcy, as discussed elsewhere herein, the Registrant did not prepare audited financial statements from December 31,1989 through December 31, 1995. In connection with the revival and restoration of the Company's certificate of incorporation, the firm of Want & Ender, Certified Public Accountants was retained to audit the Registrant's balance sheet for the year ended 1995, and to serve as the Registrant's auditor in the future. During the fiscal years ended 1995, and the subsequent interim period preceding the appointment of Crowe. Chizek and Company, CPA, there were no reportable disagreements between the Registrant and the firm of Crowe. Chizek and Company, Certified Public Accountants, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Want & Ender audited the Registrant's financial statements for the year ended December 31, 1996. PART III Item 10. Directors and Executive Officers of the Registrant Ms. Sally Fonner, age 48, the president and sole stockholder of Capston, performs the duties of President, Secretary, Treasurer and Sole Director of the Registrant pending a Special Meeting of the Stockholders which is expected to be scheduled in March, 1997. At that Meeting, Ms. Fonner intends to seek re-election for a term of office that is anticipated be no more than two years or until permanent management can be located, whichever should occur first in time. Ms. Fonner's sole purpose is to seek out qualified new operations and management. Item 11. Executive Compensation. No officer or director of the Registrant has received any compensation for services performed during the past three years and no future compensation agreement between Ms. Fonner and the Registrant is contemplated. Notwithstanding the foregoing, the Registrant's proposed Proxy Statement will provide for significant stock compensation to certain individuals selected by Capston. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the shareholdings of those persons who own more than five percent of the Company's common stock as of the date of this Report: Name and Address Number of Shares Percent of of Beneficial Owner Beneficially Owned of Class George W. Schiele 1,170,162 34.25% 19 Hill Road Greenwich, CT. 06830 James M. Fail 476,018 13.93% c/o NPL Corp. 1700 Daniel Bldg. Birmingham, AL 35233 Edmund A. Hajim 241,984 7.08% c/o Furman Selz 230 Park Avenue New York, N.Y. 10169 Timothy M. Burke 197,162 5.77% 2131 Stateline Road Niles, Michgan 49120 Capston Network Company 884 0.03% 1612 N. Osceola Avenue Clearwater, Florida 34615 The above information, with the exception of Capston, is taken from the last filed 10-K for December 31, 1988. The transfer agent nor Capston has no information which would indicate this information is still not the best available. Capston believes that of these individuals has sole investment and voting power with regard to the securities listed opposite his name. Item 13. Certain Relationships and Related Transactions No officer, director or family member of an officer or director is indebted to the Registrant. Item 14. Exhibits, Financial Statement Schedules and Reports. Consolidated financial statements filed with this report: Independent Auditor's report for financial statements Consolidated Balance Sheet December 31, 1966 and 1995 Consolidated Statements of Operations for the year ending December 31,1996 , 1995 and the period from July 12 through December 31, 1994 Consolidated Statement of Changes in Shareholder's Equity/(Deficit) for the period beginning July 12, 1994* through December 31, 1994 and the years ended December 31, 1995 and 1996 Consolidated Statements of Cash Flows For the Year Ended December 31, 1995 and 1996 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARNOX Date: ___4/30/97________ By____/S/________________ Sally Fonner, Director President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated. Date : ___4/30/97_______ By____________/S/_________ Sally Fonner, Director President and Chief Financial Officer WANT & ENDER, CPA, P.C. Certified Public Accountants 37 East 26th Street, 8th floor New York, NY 10016 Martin Ender, CPA Telephone (212) 684-2414 Stanley Z. Want, CPA, CFP Fax (212) 684-5433 Independent Auditor's Report To the Shareholders and Board of Directors ARNOX CORPORATION We have audited the accompanying consolidated balance sheets of ARNOX CORPORATION (A Dormant State Company) at December 31, 1996 and 1995 and the related consolidated statements of operations, changes in shareholders' equity/(deficit), and cash flows for the each of the three years for the period ended December 31, 1996, 1995, 1994. 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 have conducted our audit in accordance with generally accepted auditing standards. These 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 also 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 our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ARNOX CORPORATION (A Dormant State company) at December 31, 1996 and 1995 and the consolidated results of its operations and its cash flows for each of the three years for the period ended December 31, 1996, 1995, 1994 in conformity with generally accepted accounting principles. /S/ Martin Ender Want & Ender, CPA, P.C. Certified Public Accountants New York, NY May 1, 1997 ARNOX CORPORATION (a Dormant State Company) Consolidated Balance Sheet December 31, 1966 and 1995 1996 1995 Assets Organization Cost $ 0 $ 0 Total Assets 0 0 Liabilities and Shareholder's Equity Stockholders' Equity Common Stock par value at $.001 per share 10,000,000 shares authorized, 3,439,247.00 shares issued and outstanding 0 0 Additional Paid in Capital 6,815 0 Retained Earnings (Deficit) (6,815) 0 ______ _____ Total Shareholders' Equity 0 0 ______ _____ Total Liabilities and Shareholders Equity $ 0 $ 0 ========= ======== *Close of Chapter 7 was 7/12/94 See accompanying notes to financial statements ARNOX CORPORATION (a Dormant State Company) Consolidated Statements of Operations for the years ending December 31, 1996 , 1995 and the period from July 12 through December 31, 1994 1996 1995 1994* Current year 12-31-9512-31-94 ____________ ________________ Revenues $ 0 $ 0 $ 0 Expenses Administrative Expenses $6,365 $ 0 $ 0 Filing Fees $ 450. 0 $ 0 Net Income/Loss for the year $ (6,815) $ 0 $ 0 ========= ======== ====== *Close of Chapter 7 was 7/12/94 ARNOX CORPORATION (a Dormant State Company) Consolidated Statement of Changes in Shareholder's Equity/(Deficit) for the period beginning July 12, 1994* through December 31, 1994 and the years ended December 31, 1995 and 1996 1995 1994 1994* 1996 12-31 12-31 07-12 Common Stock (3,439,247 shares issued & outstanding) $ 0 $0 $0 $ 0 Additional Paid in Capital 6,815 0 0 0 Balance January 1 0 0 0 0 Net Income/(loss) for the year $ (6,815 )0 0 0 Balance December 31 $ 0 $ 0 $ 0 $ 0 *Chapter 7 bankruptcy closed 07/12/94 See accompanying notes to financial statements ARNOX CORPORATION (a Dormant State Company) Consolidated Statements of Cash Flows for the years ending December 31, 1996 , 1995 and the period from July 12 through December 31, 1994 Current Year 1995 1994 12-31-96 12-31-95 12-31- 94 Cash Flows from Operating Activities Net Income $ (6,815) $ 0 $ 0 Net Cash Provided (used) / By Operating Activities 0 0 0 Expenses Paid by Capston 6,815 0 0 Net Increase (Decrease) in Cash 0 0 0 Cash at Beginning of Period 0 0 0 Cash at End of Period $ 0 0 $ 0 ======== = ==== *Chapter 7 bankruptcy closed 07/12/94 See accompanying notes to financial statements ARNOX CORPORATION (A Dormant State Company) December 31, 1996 Note 1. HISTORY OF THE COMPANY ARNOX Corporation, (A Dormant State Company), was incorporated on October 17, 1983, under the laws of the State of Delaware. The Company conducted an initial public offering of its Common Stock in October, 1985 and in connection with an application to list its Common Stock on the NASDAQ system, the Company also registered its Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934. The Company's Common Stock remained listed on the NASDAQ system until April 25, 1989. On September 11, 1989, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy ACT (Case No. 89-97155) in the U.S. Bankruptcy Court for the District of On December 18, 1989, the Company's case under Chapter 11 was voluntarily converted into a case under Chapter 7 of the Bankruptcy Act. As a result of the voluntary conversion of the Company's bankruptcy case, all assets of the Company were transferred to the Trustee in Bankruptcy on the conversion date and the Company ceased all operations. Subsequently, the Trustee in Bankruptcy effected an orderly liquidation of corporate assets and used the proceeds to repay the Company's creditors. On July 12, 1994 the Company's case under Chapter 7 was closed by an order of the Court and the Trustee in Bankruptcy was discharged. As a result of the Bankruptcy, the Company has no assets, liabilities, management or ongoing operations and has not engaged in any business activities since December 18, 1889. Note 2. RESTORATION OF CORPORATE STATUS On June 10, 1996, acting in its capacity as the holder of 884 shares (0.026%) of the Company's common stock, and without first receiving the consent, approval or authorization of any other person assocated with the Company, Capston Network Company effected a renewal, revival and restoration of the Company's certificate of incorporation pursurant to Section 312 of the General Corporation Law of Delaware. Thereafter, Capston filed a 10- K for the years ending December 31, 1989-1995, and a Proxy Statement seeking approval and ratification of its actions, along with authorization to seek a suitable business combination transaction. This proxy statement was ultimately distributed to the Company's stockholders and the proposals therein were approved by the holders of a majority of the Company's issued and outstanding shares. Under the terms of the original Proxy Statement, Capston was authorized to seek a suitable business combination transaction on behalf of the Company and to submit the terms of any proposed business combination transaction to the Company's stockholders for their approval. Capston did not receive and was not entitled to receive any equity interest in the Company as a result of it's actions prior to the date of the Proxy Statement. Moreover, Capston was not entitled to reimbursement for any expenses incurred by it on behalf of the Company except to the extent that the terms of a business combination transaction provided for the reimbursement of such expenses. However, because Sally Fonner is both the President of ARNOX and Capston, prior Staff Accounting Bulletins require under generally accepted accounting the treatment of debiting the expenses with corresponding credit to paid-in capital. Future expenses of Capston or others will be treated this way. These expenses are actual cash expenditures and do not reflect any costs associated with the operation of Capston nor any personnel time or cost. Note 3. FUTURE EXPENSES Capston will continue to extend administrative expenses to keep ARNOX current with its reporting requirements, keeping the Corporation in good standing, any required proxy solicitation or acquisition efforts. These amounts should not exceed $50,000 in out-of-pockets costs. In addition, if approved, and as a result of a suitable acquisition, additional fees paid for by issuance of equity position would be for: (i) Capston of 300,000 shares, (ii)up to 11,500,000 shares for an acquisition(s) and (iii) up to 5% of the acquisition for a finder's fee . EX-27 2
5 YEAR DEC-31-1996 DEC-31-1996 0 0 0 0 0 0 0 0 0 0 0 0 0 3439247 0 3439247 0 0 0 0 6815 0 0 0 0 0 0 0 0 6815 0 0
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