-----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, GKP/w5aYRUNjk7PbQBtrTRGETNop0lx4wJ2V8sW4Oojg1WCbGLYEuuchNG2skDRf KV5rppg8ZHKiPEwQwPf8Wg== 0001135745-01-500075.txt : 20010704 0001135745-01-500075.hdr.sgml : 20010704 ACCESSION NUMBER: 0001135745-01-500075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010703 ITEM INFORMATION: FILED AS OF DATE: 20010703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELITE TECHNOLOGIES INC /TX/ CENTRAL INDEX KEY: 0000835909 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 760252296 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17597 FILM NUMBER: 1674784 BUSINESS ADDRESS: STREET 1: 6991 PEACHTREE INDUSTRIAL BLVD STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7703818089 MAIL ADDRESS: STREET 1: 700 CRESTWOOD PARKWAY STREET 2: SUITE 1000 CITY: DULUTH STATE: GA ZIP: 30096 FORMER COMPANY: FORMER CONFORMED NAME: CONCAP INC DATE OF NAME CHANGE: 19990826 FORMER COMPANY: FORMER CONFORMED NAME: ELITE TECHNOLOGIES INC/TX DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL CAPITAL RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 et8k629.txt ELITE 8-K ---------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 3, 2001 Commission File Number: 0-17597 ELITE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Texas 76-0252296 (State or other Jurisdiction of (IRS Employer Identification No.) incorporation or organization) 5050 Oakbrook Parkway Suite 100 Norcross Georgia 30093 (Address of principal executive offices) (Zip Code) 770-559-4975 (Registrant's telephone number, including area code INDEX Item 1. Changes in Control of Registrant 1 Item 2. Acquisition of Assets 1 Item 3. Bankruptcy or Receivership 1 Item 4. Changes in Registrant's Certified Accountant 1 Item 5. Other Events 1 Item 6. Resignation of Registrant's Directors 1 Item 7. Financial Statements and Exhibits 1 Signature 2 Exhibit Index Exhibit-Audited Financial Statements ITEM 1. CHANGES IN CONTROL OF REGISTRANT-NONE. ITEM 2. ACQUISTION OF ASSETS. On February 15, 2001 Elite Technologies, Inc., (the "Registrant") entered into a Stock Purchase Agreement ("Agreement") with Icon Computer Parts, Corp., a Puerto Rico corporation, (Seller). This agreement was a stock for stock agreement. In exchange for the transfer of all sellers' shares, the Buyer is to transfer, as consideration, two million (2,000,000) shares of common stock of the Registrant. The stock issued in this transaction shall be restricted as defined in Rule 144 of the Securities Act of 1934, as amended, and shall contain a restricted legend. The shareholders of the seller, previous to the signing of this agreement, were Javier Rivera and Ricardo Gomez. The number of shares issued, pursuant to the Stock Purchase Agreement, was determined by the mutual consent of both parties. As a result of above said Stock Purchase Agreement, the Registrant currently owns 100% of the outstanding ordinary shares of Icon Computer Parts, Corp. The sellers business is a for-profit corporation and is engaged in the sale and distribution of computer parts. The Registrant intends on utilizing the sellers assets in a manner similar to that previous to the signing of the Agreement. ITEM 3. BANKRUPTCY OR RECIEVERSHIP-NONE. ITEM 4. CHANGES IN REGISTRANT'S CERTIFIED ACCOUNTANT-PREVIOUSLY REPORTED. ITEM 5. OTHER EVENTS-NONE. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS-NONE. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. As of the date of this Report on Form 8-K, the Registrant has included audited financial statements of Icon Computer Parts, Corp. as of February 28, 2001.See attached Exhibit. (b) Pro Forma Financial Information. As of the date of filing this Report on Form 8-K, it is impracticable for the Registrant to provide the pro forma financial information required by this Item 7(b). (c) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 3, 2001 ELITE TECHNOLOGIES, INC. By: /s/ Scott Schuster ------------------- Name: Scott Schuster Title: Chief Executive Officer ICON COMPUTER PARTS CORP. (A wholly owned subsidiary of Elite Technologies, Inc.) BALANCE SHEET FEBRUARY 28, 2001 ASSETS Current Assets: Cash in Banks $ 1,121 Accounts receivable (net of allowance for doubtful accounts of $53,654) 287,504 Inventory 309,165 ------------ 597,790 Property, Plant and Equipment: Building 375,000 Office Furniture & Equipment 21,875 Motor Vehicle 10,000 ------------- 406,875 TOTAL ASSETS $ 1,004,665 ======== LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts and accrued expenses payable $ 124,405 Credit Lines 142,204 Current portion of long-term debt 2,833 -------------- 269,442 Long-Term Debt 146,892 Stockholders Equity: Common stock, $1 par value, authorized 1,000 shares, issued and outstanding 2 shares 2 Additional Paid in Capital 254,998 Retained Earnings 333,331 ------------ 588,331 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 1,004,665 ======== The independent auditor's report and the accompanying note are an integral part of these financial statements. ICON COMPUTER PARTS CORP. (A wholly owned subsidiary of Elite Technologies, Inc.) STATEMENT OF EARNINGS AND RETAINED EARNINGS FOR THE PERIOD OF NINE MONTHS ENDED FEBRUARY 28, 2001 NET SALES $ 4,610,056 ----------- Less: Cost of Sales 3,954,325 ----------- GROSS PROFIT 655,731 ------------ Sales, Office and Administrative Expenses 322,400 ------------ Income from operations 333,331 Retained Earnings, Beginning of the period -0- -------------- RETAINED EARNINGS, END OF THE PERIOD $ 333,331 ======== The independent auditor's report and the accompanying note are an integral part of these financial statements. ICON COMPUTER PARTS CORP. (A wholly owned subsidiary of Elite Technologies, Inc.) CASH FLOWS STATEMENT FOR THE PERIOD OF NINE MONTHS ENDED FEBRUARY 28, 2001 Cash flows from operating activities: Net Income $ 333,331 Adjustments to reconcile net income with net cash: Changes in assets and liabilities: Accounts Receivable ( 287,504) Inventory ( 309,165) Accounts and accrued expenses payable 124,405 --------- Net cash used by operations ( 138,933) --------- Cash flows from investing activities: Purchase of Building ( 40,000) Purchase of Furniture & Equipment ( 21,875) Purchase of Motor Vehicle ( 10,000) ---------- Net cash use by investing activities ( 71,875) ---------- Cash flows from financing activities: Contributed Capital 80,000 Financing obtained (net) 131,929 --------- Net cash provided by financing activities 211,929 --------- Net increase in cash during the period 1,121 Cash at the beginning of the year -0- ------------- CASH AT THE END OF THE YEAR $ 1,121 ======= The independent auditor's report and the accompanying note are an integral part of these financial statements. ICON COMPUTER PARTS CORP. (A wholly owned subsidiary of Elite Technologies, Inc.) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2001 I- Organization Icon Computer Parts Corp. is a for-profit corporation organized under the corporate laws of the Commonwealth of Puerto Rico in December 28, 1998. It is engaged in the sale and distribution of computer parts. On February 15, 2001, Icon Computer Parts Corp. was acquired by Elite Technologies, Inc. in a stock-for-stock merger. Building has been valued at its market value, excess of market value over cost has been contributed to the Company and is reflected as an additional paid in capital in the accompanying financial statements. II- Summary of Accounting Policies 1- Accounting method: The Corporation uses the accrual basis of accounting, that is, revenues are recognized when earned and expenses when incurred. 2- Property and equipment: Fixed asset purchases, renewals and betterments are capitalized at cost (except building as noted in the preceding note); maintenance and repairs are charged to expense. Fixed assets retired or otherwise disposed of are removed from the accounts with the resulting gain or loss reflected in income in the year of retirement. Depreciation expense is provided using the straight-line method at rates based on the estimated useful lives of the assets, ranging between five and seven years. 3- Inventory valuation: Inventories are valued at cost or market (whichever is lower). At February 28, 2001 inventory consisted of computer parts and accessories available for sale. 4- Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. III- Credit Lines Credit lines represents short-term loans with Banco Popular de PR and Banco Santander of PR. IV- Concentration of Credit Risk Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash, and trade accounts receivables. The Company places its cash with a financial institution located in Puerto Rico with insurance by the Federal Deposit Insurance Corporation (FDIC). The Company monitors the credit quality of this financial institution and does not anticipate their nonperformance. A substantial majority of the Company's business activity is with customers located throughout Puerto Rico and as such the Company is subject to the risk of the Puerto Rico economy. The Company performs credit evaluations before extending credit. Trade receivables generally do not require collateral or other security. ICON COMPUTER PARTS CORP. (A wholly owned subsidiary of Elite Technologies, Inc.) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2001 V- Long-Term Debt Long-term debt represents a mortgage loan with Doral Financial Corporation guaranteed by the building with monthly payments of $2,022 for principal and interests at 8.95% plus insurance, property taxes and miscellaneous charges (escrow). Principal amortization is detailed below: 2001 (thru May) $ 2,833 2001 - 2002 11,591 2002 - 2003 12,672 2003 - 2004 13,854 2004 and thereafter 108,775 --------- $ 149,725 ======= -----END PRIVACY-ENHANCED MESSAGE-----