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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
Commission file number: (33-20323)
Mighty Power U.S.A., Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2224643
- - --------------------------------------- ------------
(State of Incorporation) (Tax ID No.)
9202 W. Royal Lane, Irving, Texas 75063
- - ---------------------------------------- ------------
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code: 972-929-2900
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the past 12 months and (2) has been subject to such filing requirement
for the past 90 days.
YES X NO
--- ---
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1996:
$1,612,859
Shares of common stock outstanding at March 31, 1997:
29,650,000
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ITEM 1 BUSINESS.
The Registrant recruits and sells nutritional health products and home
and automotive products through a network marketing sales plan. The nutritional
products account for over ninety percent of the sales.
The Registrant believes that network marketing or "direct marketing"
is the method by which a large percentage of consumer goods will be sold by the
year 2000 and this view is supported by expert prognosticators. A number of
factors contribute to the Registrant's ability to recruit sales associates: a)
information technology is replacing many employees; b) America is in a major
corporate downsizing mode; c) Many workers displaced by the foregoing have
little formal education to enable them to make lateral moves in the work force;
and d) there are many people who are looking for freedom from corporate
control through opportunities that require little seed capital with significant
return potential.
History
The Registrant was organized February 12, 1988, as a Delaware
corporation under the name Jason Ray Corporation. The Registrant was organized
for the purpose of distributing its stock to its parent corporation,
Quasar-Tech, Inc. and combining with a privately held business.
In February 1988, the Registrant issued 500,000 shares of its $0.001
par value common stock to its parent company for cash. The Registrant issued an
additional 500,000 shares of its common stock to its officers for services.
On July 1, 1988, the Registrant changed its name to Seven Oaks, Ltd.
and acquired Creekwood Petroleum Corporation, a Texas Corporation
("Creekwood"). The Registrant issued 9,000,000 shares of its common stock in a
business combination accounted for as a purchase. Creekwood, a development
stage enterprise, was engaged in the development and training of horses to be
used for racing purposes. The primary assets after the acquisition were race
horses and related equipment in the fair value amount of $700,925.
The Registrant was dormant from 1991 through October 1995.
Effective November 1, 1995, the Registrant merged with Mighty Power
USA, Inc. (Mighty Power) an Oklahoma corporation in the development stage.
Mighty Power planned to provide health and food supplements through a multi-
level marketing network. In accordance with the merger, the Registrant effected
a reverse split of its common stock on the basis of one share for each two
shares outstanding. The Registrant then issued 20,000,000 shares of its $0.001
par value restricted common stock for all 10,000 outstanding shares of Mighty
Power common stock. The business combination was accounted for as a 'reverse
merger'.
The Registrant amended its articles of incorporation to change its
name to Mighty Power USA, Inc., authorize 50,000,000 shares of $0.001 par value
common stock, and authorize 20,000,000 shares of $0.10 par value preferred
stock with voting rights and convertible into common stock of the Registrant.
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Capital Stock
The Registrant has 50,000,000 shares of $0.001 par value common stock
authorized. There are 29,650,000 shares outstanding.
The Registrant has 20,000,000 shares of $0.10 par value preferred
stock authorized. The preferred stock is convertible into common stock upon
terms to be designated by the Board of Directors. There are zero preferred
shares outstanding.
ITEM 2. PROPERTIES
The Registrant's principal place of business is 9202 W. Royal Lane,
Irving, Texas 75063.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is a defendant in a suit in which an attorney claims
the Registrant owes him legal fees. The Registrant believes that the suit is
frivolous and without merit. The Registrant and its legal counsel believe that
the likelihood of any loss to the Company is remote. The Registrant will
vigorously defend itself should the suit continue to be pursued.
The officers and directors certify that to the best of their
knowledge, neither the Registrant nor any of its officers or directors are
parties to any legal proceedings or litigation other than those listed above.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were put to the shareholders to approve in the fiscal year ended
December 31, 1996.
Subsequent to December 31, 1996, the Registrant entered into an agreement to
merge with GlobeNet, Inc., a private Texas corporation whose business is
similar to that of the Registrant.
On March 31, 1997, the shareholders voted to approve:
a) a reverse split of the Registrant's outstanding common stock by a
factor of 1 for 7.
b) to approve the capitalization of the company to remain at:
1. 50,000,000 common shares authorized at $0.001 par value, such
shares having voting rights; and
2. 20,000,000 preferred shares authorized at $0.10 par value, such
shares having voting rights and being convertible into common
stock of the Registrant at the discretion of the Board of
Directors at the time of issuance.
c) the issuance of 7,866,323 shares of common stock of the Registrant for
100% of the outstanding stock of GlobeNet, Inc., a Texas corporation.
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d) to change the name of the Registrant from Mighty Power USA, Inc. to
GlobeNet International I, Inc.
e) new directors of the Registrant
PART II.
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a. Market Information.
March 1995 June 1995 Sept 1995 Dec 1995
High Low High Low High Low High Low
- - ---------------------------------------------------------------------------------------------------------
Bid no quotes no quotes no quotes no quotes
Bid no quotes no quotes no quotes no quotes
March 1996 June 1996 Sept 1996 Dec 1996
High Low High Low High Low High Low
- - ---------------------------------------------------------------------------------------------------------
Bid no quotes 1.125 0.75 0.875 0.0625 0.4375 0.0625
Ask no quotes 1.625 1.125 1.25 0.50 0.5625 0.3125
b. Holders.
There are approximately five hundred shareholders.
c. Dividends
Registrant has not paid a dividend to the holders of its common stock
and does not anticipate paying dividends in the near future.
e. Warrants
Registrant has no warrants outstanding.
ITEM 6 SELECTED FINANCIAL DATA
Set forth below is selected financial data of the Registrant for the
past five years. This financial data should be read in conjunction with the
financial statements and related notes included elsewhere in this report.
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1996 1995 1994 1993 1992
------------ ------------ ---------- ---------- ----------
Total revenue $ 2,023,458 $ 211,091 $ -0- $ -0- $ -0-
Net Income (Loss) (268,823) (46,046) -0- (100) (900)
Net loss per share -0- -0- -0- -0- -0-
Weighted average
shares outstanding 26,057,397 25,000,000 25,000,000 25,000,000 25,000,000
Cash dividend -0- -0- -0- -0- -0-
Working capital (106,062) (3,016) -0- -0- 100
Total assets 213,551 101,127 -0- -0- 100
Long term debt 92,023 92,023 -0- -0- -0-
Stockholders' Equity (114,569) (41,046) -0- -0- -0-
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The fiscal year ended December 31, 1996 was the first full year of operations
for the Company after adopting a network marketing sales plan. There was a
significant increase in revenue and the expected profit was not achieved
because of: a) a move to new facilities which required some upfront cash and
additional rent expense; however, the move was necessary to accommodate the
growth the Company experienced in its sales; and b) a non-cash expense of
$195,300 generated by the issuance of common stock of the Company as a sales
incentive for its associates.
During the fiscal year ended December 31, 1994 and the first ten months of the
year ended December 31, 1995, the Registrant had no operations. However, Mighty
Power USA, Inc., the Oklahoma corporation which merged with the Registrant
engaged in the purchasing of assets preparing for its business of marketing
nutritional and other products, from the date of inception, August 31, 1995,
through the date of the merger. This activity consisted solely of purchasing
certain assets from various entities which were subsequently transferred to the
Registrant at the time of the merger, a listing of which is provided in the
section titled Liquidity.
On November 1, 1995 the Registrant effected a stock sale and a merger/purchase
of assets which gave it a basis for operations in the last two months of the
year ended December 31, 1995. All operating results for those two months as
shown in the accompanying financial statements compare favorably with the
prior year since there was no activity the prior year. Revenues for the last
year ended December 31, 1996 were $2,023,458 with a resulting net loss of
$268,823 compared with revenues for the year ended December 31, 1995 (in which
there were only two months of operations) of $211,091 with a net loss of
$46,046. The operating loss in fiscal 1995 was due to expenses during the
merger and reorganization of the Registrant and the level of sales being
insufficient to cover expenses. The net loss during fiscal 1996 was due
to the associate incentive stock issue ($195,300) and the move to new
facilities to accommodate the Registrant's sales growth.
Upon the merger, the Registrant received a distributor base of approximately
3,000 sales associates paying annual renewal fees, of which the Registrant knew
or believed that not all were 'active', that is, ordering products on a regular
basis; approximately 2,400 (80%) were active. By the end of 1996 the
Registrant's active number of sales associates had increased to approximately
4,200 compared to 2,800 at the end of 1995.
There have been no economic events or changes that have affected the sales or
income/loss from operations of the Registrant and there are no economic trends
or uncertainties that the Registrant expects will have a material impact on net
sales, revenue, or income from operations. The Registrant believes it has
purchased its products at the best price and any increase in price paid for
these will be small. Any price increases would be passed on to the consumers.
In addition, the
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Registrant at this time does not believe that inflation will have a material
impact one way or another on the results of operations.
Subsequent to Year End
On March 31, 1997, the Company entered into a merger agreement with GlobeNet,
Inc., a private Texas corporation, engaged in similar activities as the
Company. GlobeNet, Inc. has a much larger sales force and provides vitamins and
food supplements through a network of distributors throughout the United States
and Canada.
Prior to the merger with GlobeNet, Inc., the Company purchased Great
Xpectations Marketing, Inc. (Great X), an affiliate of the Company, which
provided the Company with some marketing and sales support services. Great X,
just prior to being purchased by the Company, purchased all of the assets and
assumed the sales tax liability of two other affiliate companies, Health thru
Nature, Inc. and Mighty Power U.S.A., LC. The total cost of all these assets
and the purchase of Great X was $200,000.00. These purchases gave the Company
absolute rights to all the products, formulas, trade names and all other rights
to the products it sells and the proprietary software that it uses.
There are no newly issued accounting standards which will affect the financial
statements of the Registrant.
LIQUIDITY AND CAPITAL RESOURCES:
Liquidity
The Registrant was dormant prior to the merger effective on November 1, 1995.
For the fiscal year ended December 31, 1994 and the first ten months of fiscal
year 1995, there were no operations and therefore no liquidity issues. At the
time the Registrant effected the merger and on November 1, 1995, assets and a
plan were introduced which provided a foundation for operations. The newly
merged assets created a liquidity and cash flow through the sale of health
products which are distributed through a network marketing sales organization.
During fiscal 1996, the Registrant revenues provided some significant cash
inflows but the tramendous growth also causes the need for expenses to fund
the growth. The Registrant believes that fiscal 1997 will create more revenues,
greater cash flow and more liquidity as gross profits from sales contribute to
the operations overhead.
The nature of the business of the Registrant is such that inventory is required
to be on hand for shipments but cannot be stockpiled for long periods of time
because of the limited shelf life. The necessity for having an inventory on
hand also causes the Registrant to tie up large amounts of its liquid resources
in inventory. This is not an uncommon situation and will continue until ales
level off or until the inventory on hand is sufficient to cover sales during
the lead time on replacing the inventory.
The Registrant has no material expenses outside of normal operating expenses
and cost of goods which will affect the liquidity in the short term (one year).
There are no off balance sheet financing items. There are no material
commitments outside of inventory. The ability of the Registrant to continue its
growth directly affects the continuing sales and the certainty of the resulting
cash flow. There are no factors that indicate that the growth the Registrant is
experiencing will not continue.
At the beginning of the fiscal year ending December 31, 1995 all asset and
liability accounts were zero, so all balances in these sections reflect
increases due to a) assets purchased and b) changes resulting from the
operations of the Registrant in fiscal 1995 and fiscal 1996.
Upon the merger the Registrant received the following in exchange for
20,000,000 shares of stock:
Subscription receivable $ 4,000
Furniture and equipment 8,640
Inventory 56,101
Distributor Base 47,265
Long-Term Debt (112,006)
In the year ended December 31, 1996, there was a net loss from operations of
$268,823, which mostly arose by the one time charge of $195,300 in associate
compensation which was not a cash
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item, but issuance of stock valued at that amount. The loss of $268,823 less
the $195,300 gives an adjusted loss of $73,523 which compares to a net loss
from the prior year of $46,046 (accumulated in the last two months of the
year).
Operating activities: the Registrant had $13,968 and $1,979 in non-cash expense
(depreciation and amortization) respectively in 1996 and 1995. Therefore the
1996 loss was financed by: a) a decrease in trade accounts receivable of
$5,489; an increase in inventory of $91,557; an increase in current/other
liabilities of $185,948. The 1995 loss was financed by: a) an increase in
trade accounts receivable of $8,764; a decrease in inventory of $20,898; an
increase in current/other liabilities of $50,150. These changes carried the
Registrant through the initial period while absorbing start up costs and costs
associated with the merger. Many of these costs are non recurring.
Capital Resources
The Registrant has no capital resources to draw upon. The operations are being
used to finance the operations. This Registrant revenue stream from sales of
its products is the only capital resource that it has.
There were no stock offerings during 1995 or 1996 and none are currently
planned. The Registrant believes that it can continue to grow internally from
cash flow from operations.
There were no plans or requirements for purchase of capital items during either
of the fiscal years presented. The Registrant does not foresee any material
capital purchase in the coming fiscal year. In the Registrant's business most
sales are paid for at the time of, or before, delivery. Therefore there are
minimal bad debts (which arise from NSF checks) and the cash flow of the
Registrant is not based upon waiting thirty days or more for payment, and so
the cash flow follows sales more closely. The Registrant has a thirty day
guarantee for product replacement; the amount of returns was negligible for all
periods presented (less than one half of one percent) and historically for
these types of products the return rate is very low.
There are no known favorable or unfavorable trends in the Registrant's capital
resources, that might affect its capital resources. Although the Registrant
believes it can fund operations internally, a significant cash infusion would
speed the process of sales growth. At present, there are no plans for an
offering and no offers of capital infusion.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountant is attached hereto.
ITEM 9 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
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PART III.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following persons serve as directors and officers of Registrant:
Dr. Forrest E. Watson Chief Executive Officer and
Chairman of the Board
R. Leon York President and Director
Sue Roberts Director
Connie Marwitz Secretary
ITEM 11 EXECUTIVE COMPENSATION
The following compensation has been paid or accrued to the officers of
the Registrant:
1996 1995
---- ----
Dr. Forrest E. Watson $25,350 -0-
R. Leon York 30,000 $5,000
Connie D. Marwitz 3,900 $4,000
The Registrant approved the following salaries for its Officers for
the calendar year 1996:
Dr. Forrest E. Watson $ 72,000
R. Leon York 30,000
Connie D. Marwitz 31,200
The Registrant has no retirement or stock option or bonus plan.
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ITEM 12 SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
Set forth below is the direct ownership of Registrant's common Stock
by management and any owner of 5% or more of Stock of Registrant.
% of
Title of Name and address Amount of shares class
of owner owned
- - ------------------------------------------------------------------------------------------------
Common Connie Dian Marwitz (1) 7,106,002 23.97%
Stanwyck Trust
First Fidelity Trust, Ltd., Trustee
2695 Villa Creek #100
Dallas, Texas 75234
Common Dr. Forrest E. Watson (1) 8,128,503 27.41%
Forum Trust
First Fidelity Trust, Ltd., Trustee
2695 Villa Creek #100
Dallas, Texas 75234
Common Employee & Associates (2)
Profit Sharing Plan 975,000 3.29%
- - ------------------------------------------------------------------------------------------------
Common All Officers, Directors & 16,209,505 54.67%
Beneficial Holders as a Group
(1) Beneficial owners through the above named trusts.
(2) The principals put certain shares of their stock in a segregated plan to
use as an incentive for employees and sales associates based upon certain
performance criteria. The criteria and method of awarding the stock has not
been finalized. The profit sharing plan is a non-qualified plan.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective November 1, 1995, the Registrant merged with Mighty Power
USA, Inc. (Mighty Power) an Oklahoma corporation in the development stage.
Mighty Power planned to provide health and food supplements through a multi-
level marketing network. In accordance with the merger, the Registrant
effected a reverse split of its common stock on the basis of one share for
each two shares outstanding. The Registrant then issued 20,000,000 shares of
its $0.001 par value restricted common stock for all 10,000 outstanding shares
of Mighty Power common stock. The business combination was accounted for as a
'reverse merger'.
Upon completion of the above merger, Stanwyck Trust, Ltd. and Forum
Trust became the largest shareholders of the Registrant.
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PART IV.
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON
FORM 10-K
(a) The following documents are filed as a part of this report:
Included in Part II, Item 8 of this report:
Accountant's Report
Balance Sheets - December 31, 1996, and 1995
Statements of Revenues and Expenses for the Years Ended December 31,
1996, 1995 and 1994
Statements of Cash Flows for Years Ended December 31, 1996, 1995 and
1994
Notes to Financial Statements for Years Ended December 31, 1996, 1995
and 1994
(b) The following reports on Form 8-K were filed for the Registrant
during 1996:
None.
(c) The Registrant is not filing any exhibits.
(d) This section not applicable to the Registrant.
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SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Mighty Power USA, Inc.
Registrant
By: /s/ LEON YORK
--------------------------
Leon York
Its: President
Date: April 14, 1997
Pursuant to the requirements to the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
/s/ LEON YORK President April 14, 1997
- - --------------------------
Leon York
/s/ CONNIE MARWITZ Secretary April 14, 1997
- - --------------------------
Connie Marwitz
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[J. S. OSBORN, P.C. LETTERHEAD]
==========================
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Mighty Power USA, Inc.
Irving, Texas
We have audited the accompanying balance sheets of Mighty Power USA, Inc. (a
Delaware corporation) as of December 31, 1996 and 1995 and the related
statements of operations, stockholders' deficit, and cash flows for each of the
three years ended December 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 audits.
We conducted our audits 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 provides a reasonable basis
for our opinion.
In our opinion, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of Mighty
Power USA, Inc. as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.
J. S. Osborn, P. C.
Dallas, Texas
March 31, 1997
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MIGHTY POWER USA, INC.
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
CURRENT ASSETS: 1996 1995
---------- ----------
Cash $ 0 $ 1,667
Accounts Receivable 3,275 8,764
Subscription Receivable-related party 0 1,500
Inventory 126,760 35,203
---------- ----------
Total Current Assets 130,035 47,134
PROPERTY:
Leasehold Improvements 25,981 0
Furniture and Fixtures 8,903 3,200
Equipment 9,981 5,440
Computers & software 625 0
Less: Accumulated Depreciation (4,852) (337)
---------- ----------
Total Property 40,638 8,303
OTHER ASSETS:
Distributor Base ($47,265 net of amort. $11,028) 36,237 45,690
Rent Deposit 6,641 0
---------- ----------
Total Other Assets 42,878 45,690
---------- ----------
TOTAL ASSETS $ 213,551 $ 101,127
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Bank Overdraft $ 7,353 $ 0
Accounts payable 63,163 29,656
Payable to affiliates 139,510 0
Other payables 12,103 19,102
Accrued Interest and Other 13,968 1,392
---------- ----------
Total Current Liabilities 236,097 50,150
LONG-TERM LIABILITIES:
Lont term debt 92,023 92,023
---------- ----------
Total Long-term Liabilities 92,023 92,023
COMMITMENT AND CONTINGENCY (Note D):
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.10 par value; 20,000,000
shares authorized; no shares issued 0 0
Common stock, $0.001 par value; 50,000,000
authorized; 29,650,000 and 25,000,000
shares issued and outstanding at
December 31, 1996 and 1995 respectively 29,650 25,000
Additional paid-in capital 170,650 (20,000)
Accumulated deficit (314,869) (46,046)
---------- ----------
Total Stockholders' Deficit (114,569) (41,046)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 213,551 $ 101,127
========== ==========
See accompanying notes.
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MIGHTY POWER USA, INC.
STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUE:
Sales $ 2,021,203 $ 211,091 $ 0
Other income 2,255 0 0
------------ ------------ ------------
Total Revenue 2,023,458 211,091 0
COST OF GOODS SOLD:
Purchases 314,077 65,782 0
Freight & packaging 34,197 0 0
------------ ------------ ------------
Cost of Goods Sold 348,274 65,782 0
GROSS MARGIN: 1,675,184 145,309 0
SELLING EXPENSES:
Associates Fees 0 15,570 0
Commissions 1,329,131 93,000 0
Other selling expenses 26,205 4,137 0
------------ ------------ ------------
Total Selling Expenses 1,355,336 112,707 0
OPERATING EXPENSE:
Amortization 11,185 1,576 0
Depreciation 2,783 337 0
Interest Expense 10,643 1,908 0
Legal and accounting 27,407 4,016 0
General and Administrative 536,653 70,811 0
------------ ------------ ------------
Total Operating Expense 588,671 78,648 0
------------ ------------ ------------
NET LOSS: $ (268,823) $ (46,046) $ 0
============ ============ ============
Weighted average shares outstanding 26,057,397 25,000,000 25,000,000
============ ============ ============
LOSS PER SHARE: $ (0.01) $ (0.00) $ 0.00
============ ============ ============
See accompanying notes.
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MIGHTY POWER USA, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
For the Three Years Ended December 31, 1996, 1995, and 1994
Common Paid in Accumulated
Shares Amount Capital Deficit
------------ ------------ ------------ ------------
Balance, December 31, 1993 25,000,000 $ 25,000 $ (25,000) $ 0
Net loss 0
------------ ------------ ------------ ------------
Balance, December 31, 1994 25,000,000 $ 25,000 $ (25,000) $ 0
Donated capital - Related Party 4,000
Contributed services - Related Party 1,000
Net loss $ (46,046)
------------ ------------ ------------ ------------
Balance, December 31, 1995 25,000,000 $ 25,000 $ (20,000) $ (46,046)
Shares issued 4,650,000 4,650
Net loss (268,823)
============ ============ ============ ============
Balance, December 31, 1996 29,650,000 $ 29,650 $ (20,000) $ (314,869)
============ ============ ============ ============
See accompanying notes.
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MIGHTY POWER USA, INC.
STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (268,823) $ (46,046) $ 0
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization 11,185 1,575 0
Depreciation 2,783 337 0
Contributed services 0 1,000 0
Changes in working capital:
(Increase) decrease in
Accounts receivable 5,489 (8,764) 0
Inventory (91,557) 20,898 0
Rent deposit (6,641)
Increase (decrease) in
Accounts payable 33,507 29,656 0
Other payables (6,999) 19,102 0
Intercompany payables 139,510 0 0
Accrued Interest and Other 12,576 1,392 0
---------- ---------- ----------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES: (168,970) 19,150 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of leasehold improvements (25,981) 0 0
Acquisition of furniture and fixtures (5,703) 0 0
Acquisition of equipment (4,541) 0 0
Acquisition of computers and software (625) 0 0
---------- ---------- ----------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES: (36,850) 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue stock for commissions 195,300 0 0
Payments on subscriptions
receivable - related party 1,500 2,500 0
Payments on long term debt 0 (19,983) 0
---------- ---------- ----------
NET CASH (USED)
BY FINANCING ACTIVITIES: 196,800 (17,483) 0
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH: (9,020) 1,667 0
CASH AT BEGINNING OF YEAR: 1,667 0 0
---------- ---------- ----------
CASH (OVERDRAFT) AT END OF YEAR: $ (7,353) $ 1,667 $ 0
========== ========== ==========
See accompanying notes.
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MIGHTY POWER USA, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW AND NON-CASH ACTIVITIES
1996 1995 1994
-------- -------- --------
CASH FLOW INFORMATION:
Interest paid $ 0 $ 517 $ 0
======== ======== ========
NON-CASH INVESTING ACTIVITIES
Acquisition of inventory $ 0 $ 56,101 $ 0
Acquisition of furniture and fixtures 0 8,640 0
Acquisition of distributor base 0 47,265 0
-------- -------- --------
Total $ 0 $112,006 $ 0
======== ======== ========
NON-CASH FINANCING ACTIVITIES
Common stock issued for:
Services - related party 0 1,000 0
Commission 195,300 0 0
Long-term debt 0 112,006 0
-------- -------- --------
Total 195,300 113,006 0
======== ======== ========
See accompanying notes.
6
18
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
History:
The Company was organized February 12, 1988, as a Delaware corporation under
the name Jason Ray Corporation. The Company was organized for the purpose of
combining with a privately held enterprise.
On July 1, 1988, the Company's name was changed to Seven Oaks Farms, Ltd.
The Company was dormant from 1991 through October 1995.
In November 1995 the Company merged with Mighty Power USA, Inc. (Mighty Power),
an Oklahoma corporation. Mighty Power planned to provide health and food
supplements through a multi-level marketing network. In accordance with the
merger, the Company effected a reverse split of its common stock on the basis
of one share for each two shares outstanding. The Company then issued
restricted common stock for all outstanding shares of Mighty Power common
stock.
The Company amended its articles of incorporation to change its name to Mighty
Power USA Inc., authorize 50,000,000 shares of $0.001 par value common stock,
and authorize 20,000,000 shares of $0.10 par value preferred stock with voting
rights and convertible into common stock of the Company.
The Company recruits distributors and sells nutritional health products and
vehicle and home cleaning products through a network marketing sales plan.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in accordance with generally accepted accounting
principles. Receipts are recorded as income in the period in which they are
earned and expenses are recognized in the period in which the related liability
is incurred.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
7
19
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Loss per Share:
Net loss applicable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year.
Inventory:
The Company values its inventory using the first in first out method of
accounting.
Property:
Property is stated at cost and is depreciated over the estimated useful lives of
the assets using the straight-line method. Upon retirement or disposal, the
asset cost and related accumulated depreciation are removed from the accounts
and any resulting gain or loss is included in the determination of net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Expenditures which significantly increase value or extend useful
asset lives are capitalized.
Distributor Base:
The Distributor base is carried at cost and consists of approximately 3,000
individuals or other entities holding a renewable annual license to market
health and food supplements and certain automotive products. The cost of the
Distributor Base is amortized over sixty months using the straight-line method.
Payable to Affiliates:
In 1996 the Company carried an amount of $139,510 payable to affiliates. There
are three companies that share office and warehouse facilities with the
Company and conduct marketing and sales support for the Company. Consequently,
one affiliate or another way buy or sell products to the Company or pay
expenses on the Company's behalf.
Long-Lived Assets
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from these estimates.
Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment.
Revenue Recognition:
Revenues are recognized when distributors pay a nominal fee for a renewable
annual license and when product is shipped from inventory to distributors. The
license held by each distributor provides for the right to sell the Company's
products and receive a commission for each sale. Generally, products are
shipped immediately after payment is received.
8
20
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Income Tax:
The Company is subject to the greater of federal income taxes computed under
the regular system or the alternative minimum tax system.
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income tax. No
deferred tax asset has been recognized for the operating loss carryforward as
it is more likely than not that all or a portion of the net operating loss will
not be realized and any valuation allowance would reduce the benefit to zero.
NOTE B - LONG TERM DEBT:
The Company incurred an indebtedness for the purchase of inventory, furniture
and equipment and distributor base from another company formerly owned by
current owners and management of the Company. The note in the original amount
of $112,006 bears interest at 12% per annum. Interest is payable quarterly with
the principal and any accrued interest due in one payment on October 31, 1999.
The note is secured by the inventory, furniture and equipment, and distributor
base of the Company. The holder of this note is prohibited from recruiting any
of the distributors from the Company's distributor base. During 1996, the
holder of this note became a director of the Company.
Minimum note payment schedule is as follows:
Principal Interest Total
--------- -------- -----
December 31, 1997 -0- 11,043 11,043
December 31, 1998 -0- 11,043 11,043
October 31, 1999 92,023 9,203 101,226
9
21
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE C - STOCKHOLDERS' DEFICIT:
The Company is authorized to issue 20,000,000 shares of preferred stock with a
par value of $0.10. There are no preferred shares issued and outstanding. The
Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. There are 29,650,000 common shares issued and
outstanding as of December 31, 1996.
The Company's common stock and additional paid in capital has been restated to
adjust for a one for two reverse stock split in November 1995.
NOTE D - COMMITMENT AND CONTINGENCY:
Commitment
The Company is provided its data processing services by an outside service
bureau. This is a two year contract beginning on November 1, 1995. The Company
agrees to pay a fee equal to the bureau's cost plus 5% for these services as
billed. No amount has been billed and no accrual has been determined for 1995
and no amount can be determined for future periods.
Contingency
In 1993 a suit was brought against the Company alleging amounts due for legal
fees. The Company's management and legal counsel believe the suit is frivolous
and the likelihood of any loss to the Company is remote. However, the Company
intends to vigorously defend itself against this suit if it is pursued.
NOTE E - WARRANTIES AND GUARANTEES:
The Company offers a full replacement warranty to its distributors. No
provision or accrual has been made since there is no history of significant
replacements.
NOTE F - INCOME TAX:
The Company has losses to carry forward totaling approximately $315,000
available to offset its future income tax liability.
No deferred tax asset has been recognized for the operating loss carryforward
as it is more likely than not that all or a portion of the net operating loss
will not be realized and any valuation allowance would reduce the benefit to
zero.
10
22
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE G - RELATED PARTY TRANSACTIONS:
The Company had a subscription receivable from a related party. The balance of
this receivable was $1,500 as of December 31, 1995.
NOTE H - MERGER:
The Company entered into a plan and agreement of merger with Mighty Power with
an effective date of November 1, 1995. Mighty Power's date of inception was
August 31, 1995 and had no sales until November 1995. In accordance with the
merger, the Company effected a reverse split of its common stock on the basis
of one share for each two shares outstanding. The Company then issued
20,000,000 shares of $0.001 par value restricted common stock for all 10,000
outstanding common shares of Mighty Power. Immediately following the merger
Seven Oaks Farms, Ltd. changed its name to Mighty Power USA, Inc.
The acquisition of Mighty Power by Seven Oaks was accounted for as a reverse
merger. Under the reverse acquisition, Mighty Power was effectively the
acquiror of Seven Oaks. Consequently, the accompanying financial statements
are those of Mighty Power for all periods presented. Mighty Power's capital
accounts were retroactively adjusted as of December 31, 1993 to reflect the
common stock issued as a result of the acquisition.
During 1995 officers of the Company contributed services valued at $1,000 and
there was also $4,000 of cash contributed to the Company.
NOTE I - SUBSEQUENT EVENT:
During the first quarter of 1997, the shareholders voted to approve a reverse
split of the Company's common stock on the basis of one share for every seven
outstanding. The authorized number of common stock remains at 50,000,000
shares.
On March 31, 1997 the Company merged with GlobeNet, Inc. (GlobeNet), a private
Texas corporation. GlobeNet provides vitamins and food supplements through a
network of distributors throughout the United States and Canada. Under the
terms of the merger agreement, 7,866,323 shares of the Company's stock
representing approximately 65% of the outstanding common stock was issued for
100% of the outstanding common stock of GlobeNet.
Concurrent with the merger with GlobeNet, an affiliate of the Company, Great
Xpectations, Inc. (GXI) acquired all of the assets and liabilities of two other
affiliates, Health Thru Nature, Inc. and Mighty Power U.S.A., LC. for $100,000
in promissory notes payable. Then, the Company purchased all of the stock of
GXI for a $100,000 promissory note. As a result, GXI became a wholly owned
subsidiary of the Company.
As part of the plan of merger the Company will change its name to GlobeNet
International I, Inc.
11
23
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- - ------- -------
EX-27 Financial Data Schedule