-----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, LcQdNd0KIEe22lTmWI2Q2oHOiTSm4PRbPovTU4QxS3hemo5s+8VufUtEqSwLEy2/ bJkGl9Lg7lyRf5jyncwrDw== 0000742814-99-000024.txt : 19990419 0000742814-99-000024.hdr.sgml : 19990419 ACCESSION NUMBER: 0000742814-99-000024 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEMETRIX INC CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 593453156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-14724 FILM NUMBER: 99596152 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 7274433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 33755 FORMER COMPANY: FORMER CONFORMED NAME: ARNOX CORP DATE OF NAME CHANGE: 19960612 10-K/A 1 AMMENDMENT TO ARNOX ANNUAL REPORT, ENDING 12/31/98 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ FOR THE YEAR ENDED DECEMBER 31, 1998 [Fee Required] [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] Commission File Number 0-14724 ARNOX CORPORATION (Name of small business issuer in its charter) Delaware 59-3453156 (state or other jurisdiction of incorporation or organization) (IRS Employer identification No.) 1612 N. Osceola Avenue, Clearwater, Florida 33755 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (727) 443-3434 Securities Registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001 per share. Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. The issuer's revenues for its most recent fiscal year were $0. The aggregate market value of the 2,047,181 shares of Common Stock, $.01 par value per share, held by non-affiliates of the Issuer, based on the closing sale price December 31, 1998 of $0.018375 per share is $37,616.95. However, since trading is sporadic and rare, the non-affiliates holding cannot be reasonably assessed and the audit financials reflect zero value. The number of shares of the Common Stock, outstanding on 12/31/98 was 3,438,363. Check whether the issuer has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [X] DOCUMENTS INCORPORATED BY REFERENCE Not Applicable. PART I Item 1. Description of 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, 1996. 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. 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 did not provide for an optimal capital structure for the Company. Instead, it left the existing capital structure of the Company intact. Second, that plan did 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 did 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 did not authorize Capston to enter into a transaction on behalf of the Company. Rather, it merely authorized 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 those discussions, Capston developed a revised plan (the "REVISED PLAN") whereby the Company was restructured as a "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 as of July, 1997. Proposed Operations See recent 8-K filings, 4/05/1999, 04/14/1999. Item 2. Description of Property 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, 1998 and no material assets or liabilities as of December 31, 1998. Item 3. Legal Proceedings Not Applicable Item 4. Submission of matters to a vote of Security Holders Not Applicable PART II Item 5. Market for Registrant's Common Equity There has been no active trading in the Issuer's common stock for over seven years, but ARNOX can be traded under the symbol ARXC, as of 12/31/1998. Item 6. Management Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations We have an acquisition, please see recent 8-K filings. 4/05/1999, 04/14/1999 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, 1998 and no material assets or liabilities as of December 31, 1998. Plan of Operation. Refer to recent 8-k filings. 4/05/1999, 04/14/1999 Item 7. Financial Statements. For the information called for by this Item, see the Financial Statements attached. Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Want & Ender of New York, New York remain the Company's public accountants. PART III Item 9. 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. Ms. Fonner's sole purpose has been to to seek out qualified new operations and management. See SC 14F-1 filed on April 14, 1999 Item 10. Executive Compensation. Ms. Fonner is the sole officer and director of the Registrant and has received no monetary compensation for services performed during her tenure. Further, no future monetary compensation agreement between Ms. Fonner and the Registrant is contemplated. Notwithstanding the foregoing, the Ms. Fonner was approved by the stockholders in a Special Meeting, to have compensation of 300,000 shares of stock. To avoid administrative complexity associated with effecting a reverse split and requiring the stockholder to change certificates twice, Management has elected to defer the issuance of stock to Capston, Ms. Fonner or her designees until an acquisition is completed. Item 11. Security Ownership of Certain Beneficial Owners and Management The following table presents certain information regarding the beneficial ownership of the Company's equity securities at December 31, 1998 by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each of the Company's directors and officers, and (iii) all directors and officers as a group.
Number of Shares Percent of Name Beneficially Owned (1) 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, NY 10169............................. Timothy M. Burke .............................. 197,162 5.77% 2131 Stateline Road............................ Niles, Michgan 49120........................... Sally Fonner................................... Capston Network Company ....................... 884 -- 1612 N. Osceola Avenue......................... Clearwater, Florida 34615 (2).................. (1) Unless otherwise indicated, each person or group has sole voting and investment power with respect to all listed shares. (2) In addition, Capston and or Sally Fonner are now entitled to the 300,000 shares approved as compensation by shareholders. The Company knows of no arrangements that will result in a change in control at a date after this Annual Report on Form 10-KSB.
Item 12. Certain Relationships and Related Transactions No officer, director or family member of an officer or director has engaged in any material transaction with the issuer since the beginning of the Issuer's most recent fiscal year.. Item 13. Exhibits and Reports on Form 8-K. None Financial statements filed with this report: Independent Auditor's report for December 31, 1997 and 1998. Consolidated Balance Sheets December 31, 1998 and 1997. Consolidated Statements of Operations For the Years Ended December 31, 1998 and 1997. Consolidated Statement of Changes in Shareholders' Equity/(Deficit) For the years ended December 31, 1998 and 1997. 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: 4/15/98 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 : 4-15-98 By________/s/_____________ Sally Fonner, Director President and Chief Financial Officer WANT & ENDER CPA, P.C. Certified Public Accountants MARTIN ENDER CPA STANLEY Z. WANT CPA, CFP Independent Auditor's Report To the Shareholders and Board of Directors ARNOX CORPORATION We have audited the accompanying consolidated balance sheet of ARNOX CORPORATION (A Dormant State Company) at December 31, 1998 and the related consolidated statements of operations, shareholders' equity/ deficit) and cash flows for the year then ended. 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, 1998 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. /s/ Martin Ender Want & Ender CPA, P.C. Certified Public Accountants New York, NY February 10, 1999 386 PARK AVENUE SOUTH Suite 1618 New York, NY 10016 TEL 212.684 2414 FAX 212.684.5433 EMAIL WECPAPC@SPRYNET.COM
ARNOX CORPORATION ( A Dormant State Company) Consolidated Balance Sheets December 31, 1998 and 1997 1998 1997 ASSETS Organization Cost ................................ 0.00 0.00 Total Assets ..................................... 0.00 0.00 LIABILITIES AND STOCKHOLDERS'EQUITY STOCKHOLDERS' EQUITY Common Stock, par value $.001 per share; 10,000,000 shares authorized; 3,439,247 shares issued and outstanding .......... 0.00 0.00 Additional Paid in Capital ....................... 32,254.66 21,838.66 Accumulated Deficit .............................. (32,254.66) (21,838.66) Total Stockholders' Equity ....................... 0.00 0.00 Total Liabilities and Stockholders' Equity ....... 0.00 0.00 See accompanying notes to financial statements
ARNOX CORPORATION (A Dormant State Company) Consolidated Statements of Operations For the Year Ended December 31, 1998 and 1997 1998 1997 Revenues ................................. $ 0.00 $ 0.00 Expenses Administrative Expenses .................. 10,416.00 15,024.00 Filing Fees Net Income/Loss for the year ............. (10,416.00) (15,024.00) See accompanying notes to financial statements
ARNOX CORP0RATION (A Dormant State Company) Consolidated Statement of Changes in Shareholders' Equity/(Deficit) For the years ended December 31, 1998 and 1997 1998 1997 Common Stock ................................... $ 0.00 $ 0.00 (3,439,247 SHARES ISSUED & OUTSTANDING) Additional Paid in Capital ..................... 32,254.66 21,838.66 32,254.66 21,838.66 Balance January 1 .............................. (21,838.66) (6,814.66) Net Income/(Loss) for the year ................. (10,416.00) (15,024.00) Balance December 31 ............................ -0- -0- See accompanying notes to financial statements
ARNOX CORPORATION Statement of Cash Flows For the Period Ended December 31, 1998 1998 1997 Cash Flows from Operating Activities Net Income ................................... ($ 10,416.00) ($ 15,024.00) Net Cash Provided (Used) By operating Activities ...................... ($ 10,416.00) ($ 15,024.00) Cash Flows from Financing Activities Proceeds from Capston Paid in Capital .............................. 10,416.00 15,024.00 Net Cash Provided (Used) By Financing Activities ...................... 10,416.00 15,024.00 Net Increase (Decrease) in Cash .............. 0.00 0.00 Cash at Beginning of Period .................. 0.00 0.00 Cash at End of Period ........................ $ 0.00 $ 0.00
ARNOX CORPORATION (A Dormant State Company) December 31, 1998 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 it Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934. The Company's Common Stock remained listed on the NASDAQ exchange 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 New Jersey. 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 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 the 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, 1989. 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 associated with the Company, Capston Network Company effected a renewal, revival and restoration of the Company's certificate of incorporation pursuant to Section 312 of the General Corporation Law of Delaware. Thereafter, Capston filed a 10-K for the years ending December 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 its actions prior to the date of the Proxy Statement. Moreover, Capston was not entitled to reimbursements 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. . EX-27 2 FDS --
5 (Replace this text with the legend) 0000742814 ARNOX 1 0 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 1.000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10,416 0 0 (10,416) 0 0 0 0 0 0 0 0 0 0 0
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