-----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, OyJUe6Nk/4POHKQCDL65QuBZ2WIikysxQlanEBDNRdDOLW9Nsrjjba+MMHpt4O6G ZpmU9HjTNLVeV1fjw+35ug== 0000948830-96-000112.txt : 19960619 0000948830-96-000112.hdr.sgml : 19960619 ACCESSION NUMBER: 0000948830-96-000112 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORD ABBOTT INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 353574355 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-21508 FILM NUMBER: 96582580 BUSINESS ADDRESS: STREET 1: 13215 BRAUN RD CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032374417 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 10KSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended: March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from: _____ to _____ Commission file number: 33-21508 LORD ABBOTT, INC. (Name of small business issuer in its Charter) Colorado 35-3574355 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identfication No.) 13215 Braun Road, Golden, Colorado 80401 (Address of principal executive offices, including zip code) (303) 477-3455 (Issuer's telephone number) Securities Registered Pursuant to Section 12(b) of the Act: None. Securities Registered Pursuant to Section 12(g) of the Act: None. Check whether the issuer (1) 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant'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] The Issuer's revenues for its most recent fiscal year were $ -0-. As of June 1, 1996 512,000,000 shares of common stock, no par value, were outstanding. To the best of management's knowledge, no purchasers or sales of the issuer's voting stock have occurred, and no market price for such stock has been quoted, in the past 60 days. As a result, the issuer is unable to compute the aggregate market value of the voting stock held by non-affiliates by reference to the price at which the stock was sold, or to the average bid and asked prices of such stock, as of a specified date within the past 60 days. DOCUMENTS INCORPORATED BY REFERENCE: Registration Statement 33-21508, as amended, is incorporated into Part IV of this Report. Transitional Small Business Disclosure Format (check one): Yes __ No X PART I ITEM 1. DESCRIPTION OF BUSINESS. GENERAL Lord Abbott, Inc. (the "Company") was formed under the laws of the State of Colorado on August 15, 1986 under the name Februum, Inc. On April 12, 1988, the Company changed its name to Lord Abbott, Inc. The Company was originally formed for the primary purpose of seeking out acquisitions of properties, businesses or merger candidates, without limitation as to the nature of the business operations or geographic area of the acquisition candidate. From inception through the date of completion of its initial public offering of securities, the Company's activities were directed toward the acquisition of operating capital. The Company sold 30,000 Units at $10.00 (each unit consisting of one thousand shares of the Company's no par value common stock, and one hundred common stock purchase warrants exercisable at $.02) in its initial public offering which was closed in August 1988 and the approximate net proceeds received was $240,000.00. The warrants included in the Units have expired. In October 1988, the Company signed a Letter of Intent to acquire the outstanding stock of Good Hope Resources, Inc. subject to the acquisition of financing to continue the development of certain coal properties in Venezuela. As part of the Letter of Intent the Company advanced $ 100,000.00 as a loan to Good Hope with the personal guarantee of Mr. Orin Atkins. In late 1991 Mr. Atkins filed personal bankruptcy and the Company has abandoned any hope of recovering anything from the loan. The Company subsequently entered into a transaction with Platinum Productions, Inc. Platinum was a start-up company arranging a series of five concert events to be presented on a pay-per-view basis through the cable television industry. The Company advanced $60,000 to Platinum as part of an anticipated merger dated November 24, 1992. Platinum has ceased operations and the Company has been forced to write off this investment. The Company is currently seeking other potential mergers and hopes to finalize a business transaction in the near future. (See "Management's Discussion and Analysis or Plan of Operations"). COMPETITION The Company will remain a minor participant among the firms which engage in seeking business opportunities. There are many other established firms with significantly greater capitalization and greater access to business opportunities. In view of the Company's combined limited financial resources and limited managerial experience, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors. EMPLOYEES The Company currently has no employees. While all of the Company's Officers and Directors have prior business experience which the Company considers to bevaluable, none of the Company's Officers or Directors has sufficient experience to be considered an expert in the field. ITEM 2. DESCRIPTION OF PROPERTY. The Company currently maintains an office at 13215 Braun Road, Golden, Colorado 80401, for which it pays no rent. ITEM 3. LEGAL PROCEEDINGS. There are no pending legal proceedings, and the Company is not aware of any threatened legal proceedings to which it is a party. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended March 31, 1996. PART II ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (a) MARKET INFORMATION. The Company's Common Stock is traded on the over-the-counter market. The following table sets forth the range for high and low bid prices of the Company's securities for the periods indicated as reported by the NASD's Electronic Bulletin board. These prices are believed to be representative inter-dealer quotations and do not include retail mark- ups, mark-downs, or other fees or commissions, and may not necessarily represent actual transactions. BID QUARTER ENDED HIGH LOW December 31, 1994 $0.0 $0.0 March 31, 1995 $0.0 $0.0 June 30, 1995 $0.0 $0.0 September 30, 1995 $0.0 $0.0 December 31, 1995 $0.0 $0.0 March 31, 1996 $0.001 $0.0 (b) HOLDERS. As of May 5, 1996, the Company had approximately 300 beneficial holders of record. This does not include shareholders who hold stock in their accounts at their broker/dealers. (c) DIVIDENDS. Holders of common stock are entitled to receive such dividends as may be declared by the Company's Board of Directors. No dividends have been paid with respect to the Company's common stock and no dividends are anticipated to be paid in the foreseeable future. It is the present policy of the Board of Directors to retain all earnings to provide for the growth of the Company. Payment of cash dividends in the future will depend, among other things, upon the Company's future earnings, requirements for capital improvements and financial condition. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. During the fiscal year ended March 31, 1996, and since completing its public offering, the Company has engaged in no significant operations other than the search for, and identification and evaluation of, possible acquisition candidates. No revenues were received by the Company during the fiscal year. The Company experienced a net loss of ($22,607) during the fiscal year ended March 31, 1996, which was primarily the result of the consultant's expense of $18,000 paid to the Company's President. For the remainder of the current fiscal year, the Company anticipates losses similar in magnitude to those experienced historically. Should the Company intensify its search for an acquisition candidate, however, losses are likely to accrue at a greater rate than experienced historically. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues other than interest income, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business. As of March 31, 1996, the Company had no material commitments for capital expenditures. On March 28, 1995 the Company sold 460,000,000 shares of its restricted common stock to Mr. Moldenhauer for $10,000 which amount was paid on March 31, 1995. The purpose of these funds was to provide limited operating capital to allow the Company to actively pursue a business opportunity. Mr. Moldenhauer has agreed that if the Company is successful and it finds a business opportunity within one year, then he will offer to surrender these 460,000,000 shares to the Company for the payment of $10,000; and if the transaction with Datalink below is closed Mr. Moldenhauer will abide by this agreement. Due to the Company's extremely limited capital resources, the Company's ability to continue in operation is significantly in doubt. On May 31, 1996 the Company signed a Letter of Intent to acquire all of the issued and outstanding shares of Datalink Systems Corporation. Datalink is a private wireless information services company based in Los Gatos, California. In conjunction with this possible acquisition the Company has called a shareholders meeting on June 14, 1996 to approve a name change to Datalink Systems Corporation, a one for 300 reverse stock split and the reincorporation of the Company to the state of Nevada. If the acquisition is successful there will be approximately 17,500,000 shares issued and outstanding after the close. ITEM 7. FINANCIAL STATEMENTS. Reference is made to the attached financial statements, pages F-1 through F-10. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL DISCLOSURE. The Company changed its auditors from Doran Peck, C.P.A. P.C. to Davis & Co., CPA's, P.C. There are no disagreements with either auditors. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The Directors and Executive Officers of the Company are as follows: NAME AGE POSITIONS HELD AND TENURE Mark Moldenhauer 42 President, Treasurer, Director and CFO since August 15, 1986 Jules Wurzel 66 Director, Secretary since March 20, 1993 Thomas Johnson 55 Director since March 20, 1993 There is no family relationship between any Director or Officer of the Company. The Company presently has no audit, compensation or nominating committee. All Directors hold office until the next Annual Meeting of Shareholders. Officers of the Company are elected annually by, and serve at the discretion of, the Board of Directors. The following sets forth biographical information as to the business experience of each officer and director of the Company for at least the past five years. MARK MOLDENHAUER - PRESIDENT, TREASURER AND A DIRECTOR. Mr. Moldenhauer has served as the President, Treasurer and as a Director of the Company since August 15, 1986. Mr. Moldenhauer presently holds various positions with other public and private companies. He is President, Treasurer and a Director of West Africa Minerals Corporation and Secretary of Mediconsult.com, Inc. From July, 1984 until present he has served as President, Secretary, Treasurer and a Director of numerous other public companies. From 1976 until 1979, he was employed as a certified public accountant by Peat, Marwick, Mitchell & Co. Mr. Moldenhauer received a Bachelor of Arts Degree in political science from the University of Arkansas in 1975 and a Masters degree in Accounting from the University of Arkansas in 1976. Mr. Moldenhauer will devote whatever time is reasonably necessary to fulfill his duties as an Officer and Director of the Company. JULES LEE WURZEL - SECRETARY AND DIRECTOR. Mr. Wurzel is retired and has significant business experience in mergers and acquisitions. Mr. Wurzel serves on the Board of directors of other public Companies. THOMAS JOHNSON - DIRECTOR. Mr. Johnson has significant experience in the cable industry. He is currently retired and devotes his time to the management of his investments. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Based solely on a review of Forms 3 and 4 furnished to the Company during its most recent fiscal year, no persons who were either a director, officer, beneficial owner of more than 10% of the Company's common stock, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year. ITEM 10. EXECUTIVE COMPENSATION. No executive officer received compensation in excess of $100,000 for the fiscal years ended March 31, 1996, 1995 or 1994. The Company currently pays MRM Consultants, Inc. a fee of $1,500 per month. MRM Consultants, Inc. is an entity controlled by Mr. Moldenhauer. COMPENSATION OF DIRECTORS Directors do not receive any fees for Board meetings they attend but are entitled to be reimbursed for reasonable expenses incurred in attending such meetings. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth, as of June 1, 1996, the stock ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's Common Stock, each Officer and Director individually, and all Directors and Officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown. AMOUNT AND NAME AND ADDRESS NATURE OF BENE- PERCENT OF BENEFICIAL OWNERS FICIAL OWNERSHIP OF CLASS Mark R. Moldenhauer 460,000,000 90.0% 13215 Braun Road Golden, CO 80401 Jules Lee Wurzel 675,000 1.0% 3100 South Monroe Denver, CO 80210 Thomas Johnson 2,648,900 0.5% 1537 Shooting Star Drive Golden, CO 80401 All Directors and Officers 463,232,900 91.5% as a Group (3 persons) ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. (a) 3. EXHIBITS. EXHBIIT NUMBER DESCRIPTION LOCATION 3.1 Articles of Incorporation, Incorporated by reference to Exhibit 3 as amended to the Company's Form S-18 Registration Statement (No. 33-21508) 3.2 Bylaws Incorporated by reference to Exhibit 3 to the Company's Form S-18 Registration Statement (No. 33-21508) (b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the fourth quarter of the year ended March 31, 1996. However, a Current Report on Form 8-K dated June 10, 1996 was filed by the Company on June 14, 1996 reporting a change in accountants. REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors Lord Abbott, Inc. (A Development Stage Company) We have audited the accompanying balance sheet of Lord Abbott, Inc. at March 31, 1996 and the related statements of changes in stockholders' equity, operations and cash flows for the year ended March 31, 1996 and for the period from inception (August 15, 1986) to March 31, 1996. 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 audit provides 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 Lord Abbott, Inc. at March 31, 1996 and the results of its operations and its cash flows for the year ended March 31, 1996 and for the period from inception (August 15, 1986) to March 31, 1996 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has minimal capital resources presently available to meet obligations which normally can be expected to be incurred by similar companies and has an accumulated deficit of ($275,126) at March 31, 1996. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. By /s/ Davis & Co., CPAs, P.C. Davis & Co., CPAs, P.C. Certified Public Accountants Englewood, Colorado May 29, 1996 except for Note 6 which is dated May 31, 1996 DORAN PECK, C.P.A., P.C. 2121 South Oneida Street, Suite 636 Denver, Colorado 80224 Bus. 303/758-1796 FAX 303/758-1825 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors Lord Abbott, Inc. (A Development Stage Company) Golden, Colorado We have audited the accompanying statements of operations, stockholders' equity and cash flows of Lord Abbott, Inc. (A Development Stage Company) for the year ended March 31, 1995 and for the period from inception (August 15, 1986) to March 31, 1995. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Lord Abbott, Inc. (A Development Stage Company) for the year ended March 31, 1995 and for the period from inception (August 15, 1986) to March 31, 1995, in conformity with generally accepted accounting principles. By /s/ Doran Peck, C.P.A., P.C. DORAN PECK, C.P.A., P.C. Certified Public Accountants May 12, 1995 LORD ABBOTT, INC. (A Development Stage Company) Balance Sheet March 31, 1996 ASSETS Current asset Cash and cash equivalents $ 4,360 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable - trade $ 92 Accrued expense payable to officer 18,000 18,092 Contingency and commitment (Notes 2 and 6) Stockholders' equity (deficit) Preferred stock, $.10 par value per share; 10,000,000 shares authorized and no shares issued Common stock, no par value per share; 700,000,000 shares authorized; 512,000,000 shares issued and outstanding at March 31, 1996 261,394 Deficit accumulated during the development stage (275,126) (13,732) $ 4,360 The accompanying notes are an integral part of this statement. LORD ABBOTT, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) For the Period From Inception (August 15, 1986) to March 31, 1989 And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996 Deficit accumulated Total during de- stock- Common stock velopment holders' Shares Amount stage equity (as restated) Shares issued as of August 15, 1986 for cash of $.00224 per share to: Officer and director 18,000,000 $ 134 $ $ 134 Related party 1,000,000 8 8 Other 1,000,000 8 8 Shares issued: To an officer/director on 3/9/88 for cash of $.001 per share 200,000 200 200 Shares issued to an unrelated party for cash of $.00333 per share 1,800,000 6,000 6,000 Pursuant to a public offering completed on 8/11/88 net of offering costs of $55,006 30,000,000 244,994 244,994 Shares issued in exchange for a rental contribution 50 50 Net loss for the period from inception (August 15, 1986) to March 31, 1989 (16,070) (16,070) Balance at March 31, 1989 52,000,000 251,394 (16,070) 235,324 Net loss for the year ended March 31, 1990 (117,129) (117,129) Balance at March 31, 1990 52,000,000 251,394 (133,199) 118,195 Net loss for the year ended March 31, 1991 (17,620) (17,620) Balance at March 31, 1991 52,000,000 251,394 (150,819) 100,575 Net loss for the year ended March 31, 1992 (20,720) (20,720) Balance at March 31, 1992 52,000,000 251,394 (171,539) 79,855 Net loss for the year ended March 31, 1993 (79,049) (79,049) Balance at March 31, 1993 52,000,000 251,394 (250,588) 806 The accompanying notes are an integral part of this statement. LORD ABBOTT, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) (Continued) For the Period From Inception (August 15, 1986) to March 31, 1989 And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996 Deficit accumulated Total during de- stock- Common stock velopment holders' Shares Amount stage equity (as restated) Net loss for the year ended March 31, 1994 (507) (507) Balance at March 31, 1994 52,000,000 251,394 (251,095) 299 Shares issued to officer on March 29, 1995 for cash of $.0000217 per share 460,000,000 10,000 10,000 Net loss for the year ended March 31, 1995 (1,407) (1,407) Balance at March 31, 1995 512,000,000 261,394 (252,502) 8,892 Net loss for the year ended March 31, 1996 (22,624) (22,624) Balance at March 31, 1996 512,000,000 $ 261,394 $ (275,126)$ (13,732) The accompanying notes are an integral part of this statement. LORD ABBOTT, INC. (A Development Stage Company) Statement of Operations For the period from inception For the year ended (August 15, ended March 31, 1986) to 1996 1995 March 31, 1996 Interest income $ -- $ -- $ 28,868 Expenses Consulting fees to officer 18,000 101,500 Bad debts 160,000 Fees and licenses 776 1,097 3,079 Travel and meals 8,611 Rent 2,250 14,183 Legal 676 6,460 Other general and administrative 922 310 10,161 22,624 (1,407) 303,994 Net loss $ (22,624) $ (1,407) $ (275,126) Weighted average number of shares 512,000,000 55,780,822 93,974,958 Net loss per common share, as retroactively adjusted for forward split (Note 6) $ (--) $ (--) $ (.003) The accompanying notes are an integral part of this statement. LORD ABBOTT, INC. (A Development Stage Company) Statement of Cash Flows For the period from inception For the year ended (August 15, ended March 31, 1986) to 1996 1995 March 31, 1996 Cash flow from operating activities: Net loss $(22,624) $ (1,407) $(275,126) Noncash items included in the net loss Bad debts 160,000 Capital contribution in exchange for rent 50 Changes in assets and liabilities: Increase (decrease) in accounts payable - trade 17 (550) 92 Increase (decrease) in accrued expenses to officer 18,000 18,000 Net cash (used) by operating activities (4,607) (1,957) (96,984) Cash flow from investing activities: (Issuance) collection of notes receivable Investment in unrelated entity (160,000) Net cash provided (used) by investing activities (160,000) Cash flow from financing activities: Proceeds from sale of common stock 10,000 316,350 Costs related to public offering (55,006) Net cash provided by financing activities 10,000 261,344 Increase (decrease) in cash (4,607) (8,043) 4,360 Cash, beginning of period 8,967 924 Cash, end of period $ 4,360 $ 8,967 $ 4,360 The accompanying notes are an integral part of this statement. LORD ABBOTT, INC. (A Development Stage Company) Notes to Financial Statements NOTE 1: SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies are as follows: a. ORGANIZATION Lord Abbott, Inc. (the "Company") was incorporated as Februum, Inc. under the laws of the State of Colorado on August 15, 1986. On March 21, 1988, the Company amended its Articles of Incorporation to change its name to Lord Abbott, Inc. The Company is in the development stage as more fully defined in Statement No. 7 of the Financial Accounting Standards Board. Planned principal operations of the Company have not yet commenced, and activities to date have been limited to its formation, obtaining initial capitalization, the completion of a public offering of its common stock, and limited investments and loans. Prior to the completion of the Company's public offering, the activity of the Company was limited to its formation and the issuance of 22,000,000 shares of its common stock. The Company intends to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons who or firms which desire to employ the Company's funds in their business or seek the perceived advantages of a publicly held corporation. b. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, cash and cash equivalents consist of demand deposits in banks. Cash equivalents are carried at cost which approximates market. c. INCOME TAXES The Company has made no provision for income taxes because of financial statement and tax losses since its inception. As of March 31, 1996, the Company has net operating loss carryforwards available for income tax purposes as follows: Fiscal Year of Expiration Amount 2004 $ 16,100 2005 117,100 2006 17,600 2007 20,700 2008 79,000 2009 500 2010 1,400 2011 4,700 $257,100 (Continued) LORD ABBOTT, INC. (A Development Stage Company) Notes to Financial Statements d. NET LOSS PER COMMON SHARE The net loss per common share is computed by dividing the net loss for the period by the weighted average number of shares outstanding. For purposes of computing the weighted average number of shares, all stock issued prior to the public offering is considered to be "cheap stock" as defined in SEC Staff Accounting Bulletin 4D and is therefore counted as outstanding for the entire period. e. 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. f. RECLASSIFICATIONS Certain reclassifications have been made to the March 31, 1995 financial statements to conform to the March 31, 1996 presentation. NOTE 2: GOING CONCERN CONTINGENCY The Company has minimal capital resources presently available to meet obligations which normally can be expected to be incurred by similar companies, and has an accumulated deficit of $(275,126) at March 31, 1996. These factors raise substantial doubt about the Company's ability to continue as a going concern. In order to begin any significant operations, the Company will have to pursue other sources of capital, such as additional equity financing or debt financing. There is no assurance that the Company will be able to obtain such financing. The financial statements, herein, do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3: PREFERRED STOCK The Company is authorized to issue 10,000,000 shares of preferred stock with a $.10 par value. The preferred stock may be issued by the Board of Directors in one or more series. The Board shall determine the distinguishing features of each, including preferences, rights and restrictions, by resolution upon the establishment of such series. NOTE 4: COMMON STOCK a. COMPLETION OF PUBLIC OFFERING On August 11, 1988, the Company completed a public offering of its common stock. A total of 30,000 units were sold at $10 per unit resulting in net offering proceeds of $244,994 after deducting offering costs of $55,006. (Continued) LORD ABBOTT, INC. (A Development Stage Company) Notes to Financial Statements b. INCENTIVE STOCK OPTION PLAN On August 15, 1986, the Company's Board of Directors authorized an Incentive Stock Option Plan and have reserved 10,000,000 shares of the Company's no par common stock for key employees. The Board of Directors is authorized to determine the exercise price, the time period, the number of shares subject to the option and the identity of those receiving the options. No stock options have been granted pursuant to the plan. NOTE 5: RELATED PARTY TRANSACTIONS The Company entered into an oral agreement with the President of the Company committing to use office space provided by its President on a rent-free basis as needed. During the year ended March 31, 1996, and in certain periods prior to March 31, 1994, the Company's President received a consulting fee of $1,500 per month. On March 29, 1995 the Company's Board of Directors authorized the sale of 460,000,000 restricted shares of common stock to the Company's president for $10,000 cash. This action was taken in order to provide the Company with limited funds in order to seek out a business transaction. The Company's president agreed to sell the shares back to the Company for $10,000 cash if the Company successfully completed a merger or acquisition by March 31, 1996. NOTE 6: SUBSEQUENT EVENT - COMMITMENT On May 31, 1996 the Company signed a Letter of Intent to acquire all of the issued and outstanding shares of Datalink Systems Corporation (Datalink). Datalink is a private wireless information services company based in Los Gatos, California. In conjunction with this possible acquisition the Company has called a shareholders meeting on June 14, 1996 to approve a name change to Datalink Communications, Inc., a 300 for one reverse stock split and the reincorporation of the Company to the state of Nevada. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunder duly authorized. LORD ABBOTT, INC. Dated: June 17, 1996 By: /s/ Mark R. Moldenhauer Mark R. Moldenhauer, President Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ Mark R. Moldenhauer President, Treasurer, June 17, 1996 Mark R. Moldenhauer Chief Financial Officer (Principal Financial and Accounting Officer) and Director /s/ Jules Lee Wurzel Secretary and Director June 17, 1996 Jules Lee Wurzel __________________________ Director Thomas Johnson EX-27 2
5 This schedule contains summary financial information extracted from the balance sheet and statement of operations found on pages F-3 and F-6 of the Company's Form 10-KSB for the fiscal year ended March 31, 1996, and is qualified in its entirety by reference to such financial statements. YEAR MAR-31-1996 MAR-31-1996 4,360 0 0 0 0 4,360 0 0 4,360 18,092 0 0 0 261,394 (275,126) 4,360 0 0 0 0 22,624 0 0 0 0 0 0 0 0 (22,624) 0 0
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