-----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, N0A04G0djphTl15zOEONFhM0m6VgEU7CAGCK4zKqEdFzuZBr8XO49XhvIFjt8BRr owGwqz3mBaYC63VUoOVu9Q== 0000832100-99-000003.txt : 19990615 0000832100-99-000003.hdr.sgml : 19990615 ACCESSION NUMBER: 0000832100-99-000003 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES MICROSYSTEMS INC CENTRAL INDEX KEY: 0000832100 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 760238860 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-18257 FILM NUMBER: 99645665 BUSINESS ADDRESS: STREET 1: 57 WEST 200 SOUTH STREET 2: SUITE 310 CITY: SALT LAKE CITY STATE: UT ZIP: 84119 BUSINESS PHONE: 8013599300 MAIL ADDRESS: STREET 1: 57 WEST 200 SOUTH STREET 2: SUITE 310 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: BLACK WING CORP DATE OF NAME CHANGE: 19890426 10KSB 1 UNITED STATES SECURITY AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K SB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) (X)ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 1999 ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period Commission File Number 000-18257 HOLMES MICROSYSTEMS, INC. (Exact name of registrant as specified in its charter) TEXAS 91-1939829 (State of Incorporation or Organization) (IRS Employer ID Number) 57 West 200 South, Suite 310, Salt Lake City, Utah 84101 (Address of Principal Executive Offices) (801) 269-9500 (Registrant's Telephone Number) Securities Registered Under Section 12 (b) of the Act: None (Title of Class) Securities Registered Under Section 12 (g) of the Act: Common Stock, $.001 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section `3 or `5(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 Indicate by check mark if disclosure of delinquent filers in response to Item 405 of 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 or any amendment to this Form 10-K. ( ) Issuer's revenues for the year ended January 31, 1999 were $-0-. The aggregate market value based on the average bid and asked prices of the registrant's Common Stock held by non-affiliates of the registrant at March 26, 1999, was approximately $34,547. As of March 26, 1999, there were 48,051,547 shares of the registrant's Common Stock outstanding.PART I Item 1 - BUSINESS On April 4, 1989, Blackwing Corporation, a publicly held corporation, acquired all of the issued and outstanding shares of a company known as Surface Tech, Inc., which was originally known as Holmes Microsystems, Inc. The transaction had been accounted for as a recapitalization of Holmes Microsystems, Inc. in a manner similar to a reverse purchase. Accordingly, Holmes Microsystems, Inc. has been treated as the surviving entity. As part of this transaction, Blackwing Corporation changed its name to Holmes Microsystems Inc. and the original Holmes Microsystems Inc., which was then a wholly owned subsidiary, was liquidated. Until the fiscal year ended January 31, 1994, the company had been engaged in the sale of modems which provide data and facsimile capabilities for portable computers. The company had used the trade name "FAX EM" as an overall description of its products. As of the year ended January 31, 1994, the company ceased all sales and operations and became totally inactive. Item 2 - PROPERTIES The registrant abandoned all leased facilities in 1993. Item 3 - LEGAL PROCEEDINGS There are twelve judgments against the registrant for a total of $526,710.60 Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the security holders during the fiscal year ended January 31, 1999. PART II Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The registrant's common stock is traded on the OTC - Bulletin Board (HOMM). There is no established trading market for the stock. The following table sets forth the high and low bid prices for the stock for the year ended January 31, 1999 as reported by the market maker each quarter. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (Continued) FISCAL YEAR JANUARY 31, 1999 QUARTER LOW BID HIGH BID February 1, 1998 to April 30, 1998 $ .002 $ .002 May 1, 1998 to July 31, 1998 $ .002 $ .002 August 1, 1998 to October 31, 1998 $ .002 $ .002 November 1, 1998 to January 31, 1999 $ .002 $ .002 As of January 31, 1999 there were 587 shareholders of the company's common stock. No cash dividends were declared during the year ended January 31, 1999. Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The company has been inactive since the fiscal year ended January 31, 1994. As of January 31, 1999, the company had no assets. Total liabilities were $610,711 as of January 31, 1999, of which $526,711 were in the form of judgments and $84,000 were notes payable. Item 7 - FINANCIAL STATEMENTS The financial statements of the Company are set forth immediately following the signature page of this annual report. Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS None PART III Item 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Kip Eardley, 39, the sole director of the company, has been president of the company since December 18, 1996. Mr. Eardley has been self-employed as a consultant to various public and private companies since 1989. He performs these services as president and owner of Capital Consulting of Utah, Inc. There are no other officers of the registrant. Section 16(a) Beneficial Ownership Reporting Compliance For the fiscal year ended January 31,1999, the following are persons, who were directors, officers, or beneficial owners of more than 10% of the Common Stock during such fiscal year, and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during such fiscal year or any prior fiscal year: Number of Transactions Not Number of Reported on Name Position Late Reports Timely Basis Kip Eardley Director & Officer Two (Form 3 & 5)* One Howard Oveson Beneficial Owner Two (Form 3 & 5)* One *Neither of the referenced Form 3's and 5's have been filed. Item 10 - EXECUTIVE COMPENSATION None Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information furnished by current management concerning the ownership of common stock of the Company as of June 3, 1999, of (i) each person who is known to the Company to be the beneficial owner of more than 5 percent of the Common Stock; (ii) all directors and executive officers; and (iii) directors and executive officers of the Company as a group: Amount and Nature Name and Address of Beneficial Percent of Beneficial Owner Ownership(1) of Class Kip Eardley -0- -0- 5814 South 900 East Salt Lake City, Utah 84117 Howard M. Oveson 30,778,149(2) 64.06% 57 West 200 South Suite 310 Salt Lake City, Utah 84101 Marilyn Welch 3,147,100 6.55% Las Vegas, Nevada Executive Officers and -0- -0- Directors as a Group (1 Person) (1)Unless otherwise indicated, this column reflects amounts as to which the beneficial owner has sole voting power and sole investment power. (2) These shares are held directly by Milagro Holdings, Inc., a Delaware corporation controlled by Mr. Oveson, and therefore Mr. Oveson is deemed to share beneficial ownership of such shares with such entity. Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None Item 13 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements. The following unaudited financial statements are provided pursuant to Rule 3-11 of Regulation S-X: Statement of Financial Position as of January 31, 1999 and 1998 Statement of Operations for the Years Ended January 31, 1999 and 1998 Statement of Changes in Stockholders' Equity for the Years Ended January 31, 1999 and 1998 Statement of Cash Flows for the Years Ended January 31, 1999 and 1998 Notes to Financial Statements (a)(2) Exhibits. The following exhibits are included as part of this report: Exhibit No. Description of Exhibit Page 3.1 Articles of Incorporation filed January 20, 1988 * 3.2 Articles of Amendment filed May 3, 1989 * 3.3 Articles of Amendment filed January 16, 1990 * 3.4 Statement of Resolution Establishing series of Shares filed January 16, 1990 * 3.5 Statement of Resolution Establishing series of Shares filed October 29, 1990 * 3.6 Statement of Resolution Establishing series of Shares filed May 10, 1991 * 3.7 By-Laws of the Company currently in effect * 4.1 Form of certificate evidencing shares of Common Stock * *Incorporated by reference from the Company's Form 10-K SB dated January 31, 1997. Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Holmes Microsystems, Inc. (Registrant) Dated: By Kip Eardley, President and CFO 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 capacity and on the date indicated. Dated: By Kip Eardley, Director HOLMES MICROSYSTEMS, INC. Statement of Changes in Stockholders' Equity (Unaudited) January 31, 1999 and 1998 ASSETS January 31, January 31, 1999 1998 CURRENT ASSETS $ -0- $ -0- TOTAL ASSETS $ -0- $ -0- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Judgements payable (Note 2) $ 526,711 $ 526,711 Notes payable (Note 3) 84,000 84,000 Total current liabilities 610,711 610,711 STOCKHOLDERS' EQUITY Preferred stock - series A; $.001 par value; 100,000 shares authorized; 7,500 shares issued and outstanding; 8 % noncumlative convertible 8 8 Preferred stock - series B; $.001 par value; 5,000 shares authorized; 840 shares issued and outstanding; 10 % cumlative convertible 1 1 Common stock; $.001 par value; 49,000,000 shares authorized; 48,051,547 shares issued and outstanding 48,051 48,051 Additional paid-in capital 4,342,333 4,342,333 Accumulated deficit (5,001,104) (5,001,104) Total stockholders' equity (610,711) (610,711) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0- HOLMES MICROSYSTEMS, INC. Statement of Operations for the Years (Unaudited) Ended January 31, 1999 and 1998 January 31, January 31, 1999 1998 REVENUES $ -0- $ -0- OPERATING EXPENSES -0- -0- NET INCOME $ -0- $ -0- NET INCOME PER SHARE $ -0- $ -0- HOLMES MICROSYSTEMS, INC. Statement of Changes in Stockholders' Equity (Unaudited) For the Years Ended January 31, 1999 and 1998 Preferred Preferred Stock Stock Additional Series A Series B Common Stock Paid-in Accum. Shares Amt. Shares Amt. Shares Amount Capital Deficit Total Balance as of 1/31/97 7,500 $8 840 $1 48,051,547 $48,051 $4,342,333 $(5,001,104) $(610,711) Net Income -0- -0- Balance as of 1/31/98 7,500 $8 840 $1 48,051,547 $48,051 $4,342,333 $(5,001,104) $(610,711) Net Income -0- -0- Balance as of 1/31/99 7,500 $8 840 $1 48,051,547 $48,051 $4,342,333 $(5,001,104) $(610,711) HOLMES MICROSYSTEMS, INC. Statement of Cash Flows for the Years (Unaudited) Ended January 31, 1999 and 1998 January 31, January 31, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ -0- $ -0- CASH AT BEGINNING OF YEAR -0- -0- CASH AT END OF YEAR $ -0- $ -0- HOLMES MICROSYSTEMS, INC. (Unaudited) Notes to Financial Statements NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES On April 4, 1989, Blackwing Corporation, a publicly held corporation, acquired all of the issued and outstanding shares of a company known as Surface Tech, Inc., which was originally known as Holmes Microsystems, Inc. This transaction had been accounted for as a recapitalization of Holmes Microsystems, Inc. as a reverse acquisition. Accordingly, Holmes Microsystems, Inc. has been treated as the surviving entity. As part of this transaction, Blackwing changed its name to Holmes Microsystems, Inc., and the original Holmes Microsystems, Inc., which was then a wholly owned subsidiary, was liquidated. Earnings per share are computed on the weighted average number of shares outstanding. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 JUDGEMENTS PAYABLE There are twelve judgements against the company (mostly vendors) for a total of $526,711. NOTE 3 NOTES PAYABLE The company has the following outstanding notes payable: Michael Perog $35,000 Julie Pierce 27,000 Ted Whitehead 22,000 Total $84,000 EX-27 2
5 12-MOS JAN-31-1999 JAN-31-1999 0 0 0 0 0 0 0 0 0 610,711 0 0 9 48,051 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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