-----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, U0Xkd6lDsOrdr+PX9VDUKea4wU36aYN95NVMybNSZBJa63A4anyO0xTOne+SLpxb wcEfv0ewk49W/0n4BylgPA== 0001010549-99-000074.txt : 19990322 0001010549-99-000074.hdr.sgml : 19990322 ACCESSION NUMBER: 0001010549-99-000074 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DCC ACQUISITION CORP CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 002-90539 FILM NUMBER: 99568957 BUSINESS ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS INC DATE OF NAME CHANGE: 19980306 10KSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT For the Fiscal Year Ended December 31, 1998 Commission File No. 2-90519 DCC Acquisition Corporation Formerly DataLink Capital Corporation (Name of Small Business Issuer in its Charter) Nevada 211 West Wall, Midland, Texas 79701 59-2262718 (State or Other Jurisdiction (Address of Principal Executive Office, (I.R.S. Employer of incorporation or organization) including Zip Code) Identification No.)
(915) 682-1761 (Registrant's telephone number, including area code) Securities Registered under Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on which Registered ------------------- ----------------------------------------- None Securities Registered Under Section 12(g) of the Exchange Act: None Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of management'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. [ X ] State issuer's revenues for its most recent fiscal year: $-0-. State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days: $-0-.. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,456,097 Transitional Small Business Disclosure Format: Yes No X PART I Item 1. Description of Business. - --------------------------------- General Datalink Systems, Inc. (Datalink) filed a registration under The Securities Act of 1933 on FORM S-1 with the Securities and Exchange Commission with respect to a public offering of its securities. The offering became effective on July 29, 1985 and completed October 29, 1985 and raised an aggregate of $300,000 from the sale of 3,000,000 shares of common stock at $.10 per share. The Company was engaged in the business of providing electronic information processing services to the medical/health care industry. This venture was not successful and management attempted to redirect the focus of the company through merger with a viable private entity. Several Letters of Intent were signed but later abandoned by all parties. The corporate name was changed in April 29, 1987 to Datalink Capital Corporation and the capital restated to 100,000,000 shares of $.0001 par value common stock. The corporate charter was revoked on November 4, 1988 by the State of Florida for failure to file required documents and pay associated fees. A change in control of the majority stockholder resulted in a change in control of the Company and the company's charter was reestablished on December 5, 1990. The new management was unable to complete a merger with a private entity or recapitalize the company and the company remained dormant. On April 26, 1991 the corporate name was changed to Midland Capital Resources, Inc. The corporate charter was revoked again on October 9, 1992 by the State of Florida for failure to file required documents and pay associated fees. On July 30, 1997, the charter was reinstated by the State of Florida and on September 24, 1997 the name was changed to Datalink Capital Corporation. On May 1, 1997 a stock purchase agreement was entered into between the majority stockholder and Glenn A. Little. In March 1998 this agreement was renegotiated and effective control of the company was obtained by Mr. Little by the purchase of 37.4% of the outstanding shares. Effective December 29, 1998 the Company changed its state of incorporation from Florida to Nevada, pursuant to a change-of-state-if-incorporation merger. In the merger transaction, the Company's name was changed from "DataLink Capital Corporation" to "DCC Acquisition Corporation". It is the intention of the new management of arrange to bring its SEC reporting to date in order that the Company might be potentially attractive to a private business that might be interested in becoming a publicly-held company, without the expense and time delay involved in distributing its securities to the public. ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 Proposed Business The Company intends to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution. Combination Suitability Standards In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports difficult or even impossible to obtain and, thus, there can be no assurance that the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal shareholders or general partners: (1) will not have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses; ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 (2) will not have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or (3) will not have been a defendant in a civil action which resulted in a final judgement against it or him awarding damages or rescission based upon unlawful practices or sales of securities. The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings. Item 2. Description of Property. - --------------------------------- The Company has no properties. Item 3. Legal Proceedings. - --------------------------- The Company is not a party to any material pending nor is it aware of any threatened legal proceeding. Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------- The annual meeting of shareholders was held June 15, 1998. The following matters were considered and acted upon: election of directors, ratification of the independent auditor, and a proposal to change the state of incorporation from Florida to Nevada. PART II Item 5. Market for Common Equity and Related Stockholder Matters. - ------------------------------------------------------------------ Market Information The stock trades over-the-counter on the OTC Bulletin Board. There have been isolated transactions in the range of $.05 per share. As of December 31, 1998, there were 363 holders on record of the Company's common stock holding a total of 1,456,097 shares. ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 Dividend Policy The Company has never paid any dividends on its common stock and does not have any current plan to pay any dividends in the foreseeable future. Item 6. Management's Discussion and Analysis of Financial Condition and Plan of Operation. - ----------------------------------------------------------------------------- Discussion of Financial Condition The Company currently has no revenues, no operations and owns no assets. The Company will remain illiquid until such time as a business combination transaction occurs, if ever. No prediction of the future financial condition of the Company can be made. Plan of Business General. The Company intends to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution. Combination Suitability Standards. In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports difficult or even impossible to obtain and, thus, there can be no assurance that the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal shareholders or general partners: (1) will not have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses; (2) will not have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or (3) will not have been a defendant in a civil action which resulted in a final judgement against it or him awarding damages or rescission based upon unlawful practices or sales of securities. The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings. Item 7. Financial Statements - ----------------------------- The required financial statements are included in this documents starting at page F-1. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. - -------------------------------------------------------------------- None ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. - ----------------------------------------------------------------------- The following table sets forth the officers and directors of the Company. Name Position Age - ---- -------- --- Glenn A. Little President 45 Matthew Blair Secretary and Director 42 Set forth below is a description of the backgrounds of each of the officers and directors of the Company. Glenn A. Little, is a graduate of The University of Florida, Gainesville (Bachelor of Science in Business Administration) and the American Graduate School of International Management (Master International Management) and has been the principal of Little and Company Investment Securities (LITCO), a Securities Broker/Dealer with offices in Midland, Texas since 1979. Mr. Little currently serves as an officer and director of other inactive public corporations having the same business purpose as the Company. Before founding LITCO Mr. Little was a stockbroker with Howard, Weil, Labouisse Friedrich in New Orleans and Midland and worked for the First National Bank of Commerce in New Orleans, Louisiana. Matthew Blair was a solo practitioner of law in Midland, Texas and is presently a Title IV-D Master in Midland County, Texas. Before opening his practice he served in the Legal Department of the Federal Deposit Insurance Corporation (FDIC), Midland, Texas where he gained exposure to corporate structures and debt workouts. His employment before the FDIC appointment was with Texas American Energy and Exxon Corporation. Mr. Blair received a Bachelor of Arts in Government from The University of Texas at Austin (1975) and Juris Doctor from Texas Tech University School of Law (1979). He is licensed in every state court in Texas, United States District Court (Texas) and in The United States Supreme Court. Item 10. Executive Compensation. - --------------------------------- The Company's management is not currently compensated for services provided to the Company, and no compensation has been accrued and none is expected to be accrued in the future. ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 Item 11. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------------------- The following table set forth the names and addresses of each of the persons known by the Company to own beneficially 10% or more of the common stock of the Company, as well as the common stock ownership of each of the officers and directors of the Company. Name and Address Number of Shares Owned Percentage of Ownership (1) - ---------------- ---------------------- --------------------------- Glenn A. Little 731,860 50.2% Matthew Blair 0 0 1. Based on 1,456,097 shares outstanding as of March 15, 1999 Item 12. Certain Relationships and Related Transactions. - --------------------------------------------------------- The Company's President, Glenn A. Little, has agreed to provide funds to the Company sufficient to cover Company expenses relating to its SEC periodic reporting and other minor corporate expenses. Item 13. Exhibits and Reports on Form 8-K. - ------------------------------------------- Exhibits Description *3.1 Articles of Incorporation of the Company *3.2 Bylaws of the Company - ------------------------------------- *Incorporated from the Company's Current Report on Form 8-K, date of event reported: December 29, 1998. Reports on Form 8-K Subsequent to December 31, 1999, on February 8, 1999, the Company filed a Current Report on Form 8-K wherein the Company reported its change of state of incorporation from Florida to Nevada, and attendant change in corporate name, from "DataLink Capital Corporation" to "DCC Acquisition Corporation" which Current Report, including the exhibits thereto, is incorporated herein by this reference. ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 15, 1999 DDC Acquisition Corporation By: /s/ Glenn A. Little ------------------------- Glenn A. Little President In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Glenn A. Little March 15, 1999 - ------------------------------------------ Glenn A. Little President, (Chief Executive Officer and Principal Financial Officer) and Director /s/ Matthew Blair March 15, 1999 - ------------------------------------------ Matthew Blair Secretary and Director ------------------------------------------------------------------------ Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998 DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) Financial Statements and Auditor's Report December 31, 1998, 1997 and 1996 S. W. HATFIELD + ASSOCIATES certified public accountants Use our past to assist your future sm DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) CONTENTS Page ---- Report of Independent Certified Public Accountants F-3 Financial Statements Balance Sheets as of December 31, 1998, 1997 and 1996 F-4 Statements of Operations for the years ended December 31, 1998, 1997 and 1996 F-5 Statement of Changes in Shareholders' Equity for the years ended December 31, 1998, 1997 and 1996 F-6 Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 F-7 Notes to Financial Statements F-8 F-2 S. W. HATFIELD, CPA certified public accountant Member: American Institute of Certified Public Accountants SEC Practice Section Information Technology Section Texas Society of Certified Public Accountants REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders DCC Acquisition Corporation (formerly Datalink Capital Corporation) We have audited the accompanying balance sheets of DCC Acquisition Corporation (formerly Datalink Capital Corporation) (a Nevada corporation) as of December 31, 1998, 1997 and 1996 and the related statements of operations, changes in shareholders' equity and cash flows for each of the three years 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 audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 DCC Acquisition Corporation (formerly Datalink Capital Corporation) as of December 31, 1998, 1997 and 1996 and the related statements of operations, changes in shareholders' equity and cash flows for the each of the three years then ended, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has no viable operations or significant assets and is dependent upon significant shareholders to provide sufficient working capital to maintain the integrity of the corporate entity. These circumstances create substantial doubt about the Company's ability to continue as a going concern and are discussed in Note A. The financial statements do not contain any adjustments that might result from the outcome of these uncertainties. On February 8, 1999, the Company filed a Form 8-K/A with the US Securities and Exchange Commission noting that on August 10, 1998, current management of the Company learned that 500,000 shares of common stock had been illegally issued in years prior to 1996 and was canceled as issued and outstanding on the discovery date (see Note C). Accordingly, we withdraw our opinion dated February 20, 1998 and it is replaced by this document accompanying the revised financial statements of the Company as of and for the years ended December 31, 1997 and 1996. No reliance should be placed on our opinion dated February 20, 1998. /s/ S. W. HATFIELD ------------------------ S. W. HATFIELD, CPA (formerly S.W. Hatfield + Associates) Dallas, Texas January 25, 1999 Use our past to assist your future sm P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor Dallas, Texas 75382-0395 Dallas, Texas 75243-7212 214-342-9635 (voice) (fax) 214-342-9601 800-244-0639 SWHCPA@aol.com F-3
DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) BALANCE SHEETS December 31, 1998, 1997, and 1996 1998 1997 1996 --------- --------- --------- ASSETS Current assets $ -- $ -- $ -- --------- --------- --------- Total Assets $ -- $ -- $ -- ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Current liabilities Accounts payable - trade $ 2,231 $ 3,649 $ 3,015 Due to controlling shareholder 3,000 -- -- --------- --------- --------- Total Liabilities 5,231 3,649 3,015 --------- --------- --------- Commitments and contingencies Shareholders' Equity Common stock - $0.0001 par value 100,000,000 shares authorized 1,456,097 shares issued and outstanding 146 146 146 Additional paid-in capital 798,029 798,029 798,029 Accumulated deficit (803,406) (801,824) (801,190) --------- --------- --------- Total Shareholders' Equity (5,231) (3,649) (3,015) --------- --------- --------- Total Liabilities and Shareholders' Equity $ -- $ -- $ -- ========= ========= =========
The accompanying notes are an integral part of these financial statements. F-4
DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) STATEMENTS OF OPERATIONS Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ----------- ----------- ----------- Revenues $ -- $ -- $ -- ----------- ----------- ----------- Expenses General and administrative expenses 1,582 634 1,110 ----------- ----------- ----------- Total operating expenses 1,582 634 1,110 ----------- ----------- ----------- Loss from Operations (1,582) (634) (1,110) Provision for income taxes -- -- -- ----------- ----------- ----------- Net Loss $ (1,582) $ (634) $ (1,110) =========== =========== =========== Net loss per weighted-average share of common stock outstanding nil nil nil === === === Weighted-average number of shares of common stock outstanding 1,456,097 1,456,097 1,456,097 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. F-5
DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Years ended December 31, 1998, 1997 and 1996 Additional Common Stock paid-in Accumulated Shares Amount capital deficit Total ---------- ---------- ---------- ---------- ---------- Balances at January 1, 1996, as originally reported 1,956,097 196 $ 798,029 $ (800,130) $ (1,905) Cancellation of shares due to improper issuance in prior years (500,000) (50) -- 50 -- ---------- ---------- ---------- ---------- ---------- Balances at January 1, 1996, as restated 1,456,097 146 798,029 (800,080) (1,905) Net loss for the year -- -- -- (1,110) (1,110) ---------- ---------- ---------- ---------- ---------- Balances at December 31, 1996 1,456,097 146 798,029 (801,190) (3,015) Net loss for the year -- -- -- (634) (634) ---------- ---------- ---------- ---------- ---------- Balances at December 31, 1997 1,456,097 146 798,029 (801,824) (3,649) Net loss for the year -- -- -- (1,582) (1,582) ---------- ---------- ---------- ---------- ---------- Balances at December 31, 1998 1,956,097 $ 196 $ 798,029 $ (803,456) $ (5,231) ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. F-6 DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) STATEMENTS OF CASH FLOWS Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ------- ------- ------- Cash Flows from Operating Activities Net loss for the period $(1,582) $ (634) $(1,110) Adjustments to reconcile net loss to net cash provided by operating activities Increase (decrease) in Accounts payable - trade (1,418) 634 1,110 ------- ------- ------- Net cash used by operating activities (3,000) -- -- ------- ------- ------- Cash Flows from Investing Activities -- -- -- ------- ------- ------- Cash Flows from Financing Activities Cash advanced by controlling shareholder 3,000 -- -- ------- ------- ------- Increase (Decrease) in Cash -- -- -- Cash at beginning of period -- -- -- ------- ------- ------- Cash at end of period $ -- $ -- $ -- ======= ======= ======= SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID Interest paid for the year $ -- $ -- $ -- ======= ======= ======= Income taxes paid for the year $ -- $ -- $ -- ======= ======= ======= The accompanying notes are an integral part of these financial statements. F-7 DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) NOTES TO FINANCIAL STATEMENTS Note A - Organization and Description of Business DCC Acquisition Corporation (formerly Datalink Capital Corporation) (Company) was originally incorporated on January 26, 1983 under the laws of the State of Florida as Datalink Systems, Inc. for the purpose of marketing electronic information processing systems to the medical and healthcare industries. As of December 31, 1986, the Company had closed this business operation. The Company changed its corporate name to Datalink Capital Corporation in April 1987 and to Midland Capital Resources, Inc. in April 1991. In July 1997, the Company was reactivated with the State of Florida and changed its corporate name to Datalink Capital Corporation, effective September 24, 1997. On December 29, 1998, the Company changed its State of Incorporation from Florida to Nevada by means of a merger with and into DCC Acquisition Corporation, a Nevada corporation formed solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation did not change the capital structure of the Company and the corporate name was effectively changed to DCC Acquisition Corporation. In October 1985, the Company successfully completed a public offering, pursuant to a Registration Statement under The Securities Act of 1933, raising net proceeds to the Company of approximately $300,000. The Company has had no operations, assets or liabilities since 1989. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity at this time. It is the intent of management and significant shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. Through December 31, 1998, the Company's controlling shareholder has advanced approximately $3,000 in payments for operating expenses on behalf of the Company. 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note B - Summary of Significant Accounting Policies 1. Cash and cash equivalents ------------------------- For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. F-8 DCC ACQUISITION CORPORATION (formerly Datalink Capital Corporation) NOTES TO FINANCIAL STATEMENTS - CONTINUED Note B - Summary of Significant Accounting Policies - Continued 2. Loss per share Loss per share of common stock is computed using the weighted-average number of shares outstanding during each respective period presented. As of December 31, 1998, 1997 and 1996, the Company has no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. Note C - Correction of an Error On August 10, 1998, the Company canceled 500,000 shares of its issued and outstanding common stock . All of these shares had been issued illegally in years prior to 1996 by former management, inasmuch as no corporate authorization of the issuances existed and no monetary consideration was received by the Company for the shares. The shares had previously been accounted for as a nonmonetary transaction for services valued at an amount equal to the par value of the shares issued, or approximately $50. Specifically, the cancellations were as follows: a) 275,000 shares issued to a former Director and President of the Company. These shares were found to be illegally issued as (1) there was no action by the Company's Board of Directors authorizing the issuance of such shares; (2) at the time of issuance, the Company's charter in the State of Florida had been revoked by the Secretary of State for failure to make required filings and to pay associated fees; and (3) the transfer agent issued such shares on the oral instructions of a person not possessed with Company authority. b) 25,000 shares issued to a former Director and Corporate Secretary. These shares were found to be illegally issued as (1) there was no action by the Company's Board of Directors authorizing the issuance of such shares; (2) at the time of issuance, the Company's charter in the State of Florida had been revoked by the Secretary of State for failure to make required filings and to pay associated fees; and (3) the transfer agent issued such shares on the oral instructions of a person not possessed with Company authority. c) 200,000 shares issued to individuals in anticipation of fees due for investment banking activities. These shares were found to be illegally issued as (1) there was no action by the Company's Board of Directors authorizing the issuance of such shares; (2) at the time of issuance, the Company's charter in the State of Florida had been revoked by the Secretary of State for failure to make required filings and to pay associated fees; and (3) the transfer agent issued such shares on the oral instructions of a person not possessed with Company authority. The effect of these cancellations has been reflected as a restatement of the issued and outstanding common stock as of the first day of the first period presented. F-9 EX-27 2 FDS --
5 0000744452 DCC Acquisition Corporation 1 US DOLLARS YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 1 0 0 0 0 0 0 0 0 5231 0 0 0 0 146 (5377) 0 0 0 0 0 1582 0 0 (1582) 0 (1582) 0 0 0 (1582) 0 0
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