-----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, KeJq/RAYP0LzeP+6G3Gx0rmXFHl1L+lpF9/Mnt8JolS6lwZGyBtZm2ct5rTiAx8u WL8KCi+bfLHbsr4dHPbeqg== 0001016295-00-000037.txt : 20000315 0001016295-00-000037.hdr.sgml : 20000315 ACCESSION NUMBER: 0001016295-00-000037 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000312 ITEM INFORMATION: FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIDYN CORP CENTRAL INDEX KEY: 0000894542 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870438639 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-55254-31 FILM NUMBER: 569326 BUSINESS ADDRESS: STREET 1: 1216 SOUTH 1580 WEST, #B STREET 2: SUITE 460 CITY: OREM STATE: UT ZIP: 84058 BUSINESS PHONE: 8014347250 MAIL ADDRESS: STREET 1: 3098 S HIGHLAND DR STE 460 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: MACAW CAPITAL INC DATE OF NAME CHANGE: 19940706 8-K/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20546 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934. Date of Report (Date of earliest event reported): March 13, 2000 UNIDYN, CORP. (Exact name of registrant as specified in its charter) Nevada 33-55254-31 87-0438639 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 1216 South 1580 West, #A Orem, Utah 84058-4927 (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 434-7250 AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements or other portions of its CURRENT REPORT on FORM 8-K dated December 31, 1999 as set forth in the pages attached hereto: 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. UNIDYN, CORP. March 13, 20000 By: Ira Gentry, President & Director Smith & Company A Professional Corporation of Certified Public Accountants INDEPENDENT AUDITOR'S REPORT Board of Directors Avalon Technology, Inc. We have audited the accompanying balance sheet of Avalon Technology, Inc. as of February 28, 1999, and the related statements of operations, changes in stockholders' equity, 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 conducted our audit in accordance with generally accepted auditing standards. Those 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 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 that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Avalon Technology, Inc. as of February 28, 1999, and the results of its operations, changes in stockholders' equity, and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Smith & Company CERTIFIED PUBLIC ACCOUNTANTS Salt Lake City, Utah March 4, 2000 10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554 Telephone: (801) 575-8297o Facsimile: (801) 575-8306 E-mail: smith&co@smithandcocpa.com Members: American Institute of Certified Public Accountantso Utah Association of Certified Public Accountants F-1 Avalon Technology, Inc. BALANCE SHEET
February 28, 1999 ----------------- ASSETS CURRENT ASSETS Cash in bank $ 1,798 Accounts receivable (net of allowance for doubtful accounts of $18,370) 103,800 Deferred tax benefit (Note 6) 16,498 Inventory (Note 1) 232,650 ----------------- TOTAL CURRENT ASSETS 354,746 PROPERTY, PLANT & EQUIPMENT (Note 3) 86,774 OTHER ASSETS Deposits and other 9,004 ----------------- 9,004 ----------------- $ 450,524 ================= LIABILITIES & EQUITY CURRENT LIABILITIES Accounts payable $ 71,228 Payable - related party (Note 4) 191,303 Accrued expenses 25,973 Loans payable (Note 5) 70,197 Deposits 24,500 Deferred income taxes (Note 6) 3,562 Income taxes payable 391 ----------------- TOTAL CURRENT LIABILITIES 387,154 STOCKHOLDERS' EQUITY Common Stock $1.00 par value: Authorized - 1,000 shares Issued and outstanding 300 shares 300 Additional paid-in capital 27,357 Retained earnings 35,713 ----------------- TOTAL STOCKHOLDERS' EQUITY 63,370 ----------------- $ 450,524 =================
See Notes to Financial Statements. F-2 Avalon Technology, Inc. STATEMENT OF OPERATIONS
Year ended February 28, 1999 ----------------- Net sales $ 1,611,338 Cost of sales 579,943 ----------------- GROSS PROFIT 1,031,395 Other Income Gain on disposal of assets 1,647 ----------------- 1,647 General & administrative expenses: Amortization and depreciation 32,276 Bad debts 13,458 Bank charges 520 Commissions/consulting 56,360 Insurance 9,529 Interest expense 27,334 Payroll taxes and benefits 79,242 Professional services 25,745 Property taxes 1,338 Rent 62,532 Repairs and maintenance 13,848 Salaries 569,455 Sales and marketing 80,543 Supplies 25,941 Telephone 13,401 Utilities 10,835 Miscellaneous 11,490 ----------------- 1,033,847 NET LOSS BEFORE INCOME TAXES (805) Income tax expense (benefit) (618) ----------------- NET LOSS $ (187) ================= Net (loss) per weighted average share $ (.62) ================= Weighted average number of common shares used to compute net (loss) per weighted average share 300 =================
See Notes to Financial Statements. F-3 Avalon Technology, Inc. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional Par Value $1.00 Paid-in Retained Shares Amount Capital Earnings -------------- ------------- -------------- ----------------- Balances at 2/28/98 300 $ 300 $ 27,357 $ 35,900 Net loss for year (187) -------------- ------------- -------------- ----------------- Balances at 2/28/99 300 $ 300 $ 27,357 $ 35,713 ============== ============== ============== =================
See Notes to Financial Statements. F-4 Avalon Technology, Inc. STATEMENT OF CASH FLOWS
Year ended February 28, 1999 ----------------- OPERATING ACTIVITIES Net (loss) $ (187) Adjustments to reconcile net (loss) to cash provided by operating activities: Gain on asset disposal 1,647 Amortization and depreciation 32,276 Bad debts 229 Deferred taxes (1,009) Changes in assets and liabilities: Inventory 7,620 Accounts receivable (1,099) Deposits and other (1,941) Accrued expenses (35,395) Deposits (2,273) Income taxes payable 341 Accounts payable 14,402 ----------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 14,611 INVESTING ACTIVITIES Purchase of equipment (44,680) ----------------- NET CASH USED BY INVESTING ACTIVITIES (44,680) FINANCING ACTIVITIES Line of credit repayments (53,491) Repayments - related parties (7,940) Loan repayments (22,496) Borrowings 91,500 ----------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 7,573 ----------------- DECREASE IN CASH AND CASH EQUIVALENTS (22,496) Cash and cash equivalents at beginning of year 24,294 ----------------- CASH & CASH EQUIVALENTS AT END OF YEAR $ 1,798 ================= Cash paid for: Interest $ 27,334 =================
See Notes to Financial Statements. F-5 AVALON TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS February 28, 1999 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Accounting Methods The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy The Company has not yet adopted any policy regarding payment of dividends. Inventory Inventory consists of items for resale and is valued at the lower of cost (first-in, first-out basis) or market. At February 28, 1999 finished goods are $61,256, raw materials are $164,849, and work in process is $6,545. Revenue Recognition Revenue is recognized upon shipment of products. Allowance for Uncollectible Accounts The Company provides an allowance for uncollectible accounts based upon prior experience and management's assessment of the collectability of existing accounts. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Earnings (loss) per share Earnings or loss per common and common equivalent share is computed by dividing net earnings (loss) by the weighted average common shares outstanding during each year. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting period. Estimates also affect the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Such estimates of significant accounting sensitivity are allowance for doubtful accounts. Income Taxes The Company records the income tax effect of transactions in the same year that the transactions enter into the determination of income, regardless of when the transactions are recognized for tax purposes. Tax credits are recorded in the year realized. In February, 1992, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which supersedes substantially all existing authoritative literature for accounting for income taxes and requires deferred tax balances to be adjusted to reflect the tax rates in effect when those amounts are expected to become payable or refundable. NOTE 2: ORGANIZATION AND HISTORY The Company was incorporated under the laws of the State of Arizona on February 23, 1996. The Company manufactures and sells equipment related to the hot air solder leveler industry. NOTE 3: PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment as of February 28, 1999 are summarized as follows:
Accumulated Net Book Cost Depreciation Value ------------- ------------------ ------------- Vehicles $ 19,928 $ 19,928 $ 0 Computers & Software 65,628 24,709 40,919 Machinery & Equipment 61,998 41,838 20,160 Furniture & Fixtures 43,056 25,144 17,912 Leasehold Improvements 30,391 22,608 7,783 ------------- ------------------ ------------- $ 221,001 $ 134,227 $ 86,774 ============= ================== =============
F-6 AVALON TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS (continued) February 28, 1999 NOTE 3: PROPERTY, PLANT, AND EQUIPMENT (continued) Depreciation expense is calculated under straight-line methods based on the estimated service lives of depreciable assets. Depreciation expense for the year ended February 28, 1999 amounted to $31,782. NOTE 4: PAYABLE - RELATED PARTY At February 28, 1999, the Company owes $152,970 to its President for cash advanced to the Company and $38,333 in accrued salary. NOTE 5: LOANS PAYABLE Loans payable at February 28, 1999 are as follows: Interest Long- Rate Current term ------------- ------------- -------- Equipment lease 13.32% $ 6,672 $ 0 Equipment lease 13.32% 5,516 0 Line of credit variable 17,767 0 Line of credit variable 17,323 0 Line of credit variable 22,919 0 ------------- -------- $ 70,197 $ 0 ============= ======== NOTE 6: INCOME TAXES Components of income tax are as follows: 1999 ------------- Current Federal $ 0 State 391 ------------- 391 Deferred (1,009) ------------- $ (618) ============= A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to loss before provision for income taxes is as follows: 1999 ------------- Income tax computed at Federal statutory tax rate $ (121) Deferred taxes (888) State taxes (net of federal benefit) 391 ------------ $ (618) ============= The significant component of the Company's deferred tax asset and liability for income taxes consists of the following: Current deferred tax asset Allowance for doubtful accounts $ 4,409 Salary accrual 9,200 Vacation accrual 2,889 ------------- $ 16,498 ============= Current deferred tax liability Depreciation differences $ 3,562 ============= NOTE 7: COMMITMENTS AND CONTINGENCIES The Company has a lease on the building in Arizona where it operates. The approximate monthly amount is $5,685. The lease expires in August, 2000. Future expected lease payments on the building are as follows: Year ending February 29, 2000 $ 68,220 Year ending February 28, 2001 34,110 ------------- $ 102,330 ============= Rent expense for the building in 1999 was $62,532. F-7 AVALON TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS (continued) February 28, 1999 NOTE 8: MAJOR CUSTOMERS Sales to one customer represented 5.1% during the year ended February 28, 1999. As of February 28, 1999, accounts receivable from this customer represented 17.0%. During the year ended February 28, 1999, the Company had sales of $341,948 to foreign customers. NOTE 9: SUBSEQUENT EVENTS Effective December 1, 1999, most assets and liabilities of the Company were acquired by Kenney Ventures and NCS Investments, who placed the assets and liabilities in Avalon Manufacturing Co. ("AMC"). Effective December 31, 1999, UniDyn, Corp. acquired all of the outstanding stock of AMC in a purchase transaction. NOTE 10: PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS See the following pages for unaudited condensed consolidated financial statements which assume the entities were together as of the beginning of the period presented. The balance sheet adjustments assume 700,000 shares of UniDyn stock issued at $.85 per share on January 1, 1998 and the issuance of a $312,000 promissory note to complete the transaction. The balance sheet and statement of operations also assume goodwill is being amortized over fifteen years. F-8 UNIDYN, CORP. AND SUBSIDIARY UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
UniDyn Avalon Pro Forma Consolidated 12/31/98 2/28/99 Adjustments Pro Forma ------------------ ----------------- ----------------- ------------------ ASSETS CURRENT ASSETS Cash in bank $ 138,936 $ 1,798 $ $ 140,734 Accounts receivable 245,312 103,800 349,112 Deferred tax benefit 14,500 16,498 30,998 Prepaid expense 17,564 0 17,564 Inventory 34,173 232,650 266,823 ------------------ ----------------- ----------------- ------------------ TOTAL CURRENT ASSETS 450,485 354,746 0 805,231 PROPERTY, PLANT & EQUIPMENT 95,287 86,774 182,061 OTHER ASSETS Other 0 9,004 9,004 Deferred tax benefit 196,500 0 196,500 Goodwill 0 0 802,000 802,000 Derritron Technology 4,008,400 0 4,008,400 ------------------ ----------------- ----------------- ------------------ 4,204,900 9,004 802,000 5,015,904 ------------------ ----------------- ----------------- ------------------ $ 4,750,672 $ 450,524 $ 802,000 $ 6,003,196 ================== ================= ================= ================== LIABILITIES & EQUITY CURRENT LIABILITIES Accounts payable $ 173,138 $ 71,228 $ $ 244,366 Payable - related party 90,670 191,303 281,973 Accrued expenses 47,285 25,973 73,258 Loans payable 0 70,197 312,000 382,197 Deposits 0 24,500 24,500 Deferred income taxes 0 3,562 3,562 Income taxes payable 50 391 441 ------------------ ----------------- ----------------- ------------------ TOTAL CURRENT LIABILITIES 311,143 387,154 312,000 1,010,297 STOCKHOLDERS' EQUITY Common stock $.001 par value: Authorized - 100,000,000 shares Issued and outstanding 32,000,000 shares (32,700,000 after acquisition) 32,000 300 400 32,700 Additional paid-in capital 4,341,832 27,357 546,600 4,915,789 Retained earnings 65,697 35,713 (57,000) 44,410 ------------------ ----------------- ----------------- ------------------ TOTAL STOCKHOLDERS' EQUITY 4,439,529 63,370 490,000 4,992,899 ------------------ ----------------- ----------------- ------------------ $ 4,750,672 $ 450,524 $ 802,000 $ 6,003,196 ================== ================= ================= ==================
F-9 UNIDYN, CORP. AND SUBSIDIARY UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
UniDyn Avalon Pro Forma Consolidated 12/31/98 2/28/99 Adjustments Pro Forma ------------------ ----------------- ----------------- ------------------ Net sales $ 2,016,779 $ 1,611,338 $ $ 3,628,117 Cost of sales 609,694 579,943 1,189,637 ------------------ ----------------- ----------------- ------------------ GROSS PROFIT 1,407,085 1,031,395 2,438,480 Other Income Commissions 212,900 0 212,900 Gain on disposal of assets 11,388 1,647 13,035 ------------------ ----------------- ----------------- ------------------ 224,288 1,647 225,935 General & administrative expenses: Accounting / legal 91,705 0 91,705 Advertising / promotion 33,165 0 33,165 Amortization and depreciation 8,970 32,276 57,000 98,246 Bad debts 0 13,458 13,458 Bank charges 6,320 520 6,840 Commissions / consulting 47,888 56,360 104,248 Engineering 2,412 0 2,412 Insurance 0 9,529 9,529 Interest expense 2,544 27,334 29,878 Office expense 14,890 0 14,890 Payroll taxes and benefits 29,300 79,242 108,542 Professional services 16,562 25,745 42,307 Property taxes 0 1,338 1,338 Rent 49,380 62,532 111,912 Repairs and maintenance 26,592 13,848 40,440 Salaries / employee leasing 1,006,552 569,455 1,576,007 Sales and marketing 0 80,543 80,543 Supplies 0 25,941 25,941 Telephone 30,453 13,401 43,854 Travel 93,438 0 93,438 Utilities 7,174 10,835 18,009 Vehicle expense 43,072 0 43,072 Miscellaneous 13,166 11,490 24,656 ------------------ ----------------- ----------------- ------------------ 1,523,583 1,033,847 57,000 2,614,430 NET INCOME (LOSS) BEFORE INCOME TAXES 107,790 (805) (57,000) 49,985 Income tax expense (benefit) 36,297 (618) 0 35,679 ------------------ ----------------- ----------------- ------------------ NET INCOME (LOSS) $ 71,493 $ (187) $ (57,000) $ 14,306 ================== ================= ================= ================== Net income (loss) per weighted average share $ .00 $ (.62) $ .00 ================== ================= ================== Weighted average number of common shares used to compute net income (loss) per weighted average share 31,280,000 300 31,980,000 ================== ================= ==================
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