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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
FOR THE FISCAL YEAR ENDED APRIL 30, 2006
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000 30432
ARBOR ENTECH CORPORATION
(Name of Small business issuer in its charter)
State of Delaware 22-2335094
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
PO Box 656, Tuxedo Park, New York 10987
(Address of principal executive offices) (Zip Code)
Issuer's telephone numbering: (201) 782-9237
Check whether the issuer is not required to file reports pursuant to Section 13
or 15 of the Exchange Act |_|
Securities registered under Section 12(b) of the Exchange Act: none
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share Check whether the Registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act. |_|
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 there is no disclosure of delinquent filers in response to Item 405 of
Regulations S-B contained in this form, and no disclosure will be contained, to
the best of the 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|
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.
YES |X| NO |_|
State issuer's revenues for its most recent fiscal year. $-0-.
As of July 14, 2006, the number of shares of voting stock held by non-affiliates
was 54,757. No market value is being provided of stock held by non-affiliated
parties due to the limited market for our common stock. See "Item 5."
The number of shares outstanding of each of the issuer's classes of common
equity as of July 14, 2006: 7,050,540.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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2
ARBOR ENTECH CORPORATION
Form 10-KSB
April 30, 2006
Table of Contents
Part I
Item 1. Description of Business.
Item 2. Description of Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Part II
Item 5. Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
Item 6. Management's Discussion and Analysis or Plan of Operations
Item 7. Financial Statements.
Item 8. Changes in and Disagreement with Accountants on Accounting
and Financial Disclosure.
Item 8A Controls and Procedures.
Item 8B Other Information.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section
16(a) of the Exchange Act.
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits
Item 14. Principal Accountant Fees and Services
Signatures
Supplemental Information
Financial Statements
ii
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3
PART I
Item 1. Description of Business
Overview
We, Arbor EnTech Corporation (also referred to as the "Company"), are a
Delaware corporation organized in 1980 under the name Arbor Energy Corporation.
Our name change was effected in 1984.
Until September 2, 2003, we engaged in the production and wholesale
distribution of wood products for home use, principally fireplace wood and
garden stakes. Our products were packaged in and distributed from our facility
in Little Marsh, Pennsylvania.
Substantially all of our products were sold to The Home Depot, Inc. for
resale at its retail outlets. We informed Home Depot that we would no longer do
business with that company due to increased difficulties in transacting business
with Home Depot on a profitable basis. We stated to Home Deport that these
difficulties included Home Depot's prohibition against price increases despite
increases in our costs of production, a diminution in the Home Depot territories
we were allowed to sell product to, and Home Depot's demands regarding returns
of ordered products that we were unwilling to accede to for economic reasons. As
a result, on September 2, 2003, we discontinued our wood products business.
At present, we our seeking other business opportunities, but there can
be no assurance that such opportunities will be identified, engaged in, or
result in any profits.
We owned 102 acres of property in Little Marsh, Pennsylvania. There is
a wood packaging facility located on the property. The facility consists of an
enclosed structure of 17,000 square feet, with a 7,000 foot outdoor overhang and
another 10,000 foot outdoor overhang. Approximately 12 acres of the property
were devoted to our work area and the remaining 90 acres are forest land. The
real property was mortgaged to Mark Shefts, our Secretary/Treasurer and one of
our directors, to secure a credit line of $100,000 provided by Mr. Shefts. We
closed on the sale of the property to an unaffiliated party on July 20, 2005
pursuant to a contract entered into in April 2005.
We currently have no employees. Mr. Shefts, one of our three officers,
devotes a small portion of his time to us.
Business Strategy
The Company is seeking one or more potential business opportunities
through the acquisition of existing businesses, assets to establish subsidiary
businesses for the Company, a statutory merger or consolidation or the
establishment of a new business or industry. However, due to the limited working
capital of the Company, it is likely that the Company will enter into only one
business transaction.
The Company may also seek to acquire one or more majority and/or wholly
owned equity positions in other companies through the direct purchase of stock.
Such equity positions will be limited by Section 3(a)(3) of the Investment
Company Act of 1940 (the "1940 Act"), in that the Company will not be permitted
to own or propose to acquire investment securities having a value exceeding 40%
of the Company's total assets (exclusive of government securities and cash
items) on an unconsolidated basis.
The Company may provide debt financing to companies in which it has
taken (or intends to take) an equity position. Such financing would generally be
made on an unsecured basis. In no event will the Company provide financing for
or take equity positions in companies where the aggregate of such investments
would cause the Company to be required to register under the 1940 Act.
4
Present Management of the Company may or may not become involved as
management in the aforementioned business or subsidiary or may hire qualified
but as yet unidentified management personnel. There can, however, be no
assurance whatsoever that the Company will be able to acquire a business.
A potential acquisition of a business may involve the acquisition of,
or merger with, a company which does not need additional capital but which
desires to establish a public trading market for its shares. A company that
seeks the Company's participation in attempting to consolidate its operations
through a merger, reorganization, asset acquisition, or some other form of
combination may desire to do so to avoid what it may deem to be adverse
consequences of itself undertaking a public offering including the inability or
unwillingness to comply with various federal and state laws enacted for the
protection of investors. Factors considered may include time delays, significant
expense, loss of voting control. In connection with such acquisition, it is
possible that an amount of stock constituting control of the Company would be
purchased from the Company or its current officers, directors and stockholders
resulting in substantial profits to such persons without similar profits being
realized by other stockholder. Moreover, no assurance can be given with respect
to the experience or qualifications of as yet unknown persons who may, in the
future, engage in the operations of the Company or any business or subsidiary
acquired by the Company. In the event of a change in control of the Company and
its Board of Directors, the payment of dividends would be wholly dependent upon
such persons. Furthermore, it is impossible as yet to determine what, if any,
consequences applicable state law may provide to the Company's shareholders in
any merger or reorganization.
General Policy
The Company may establish or acquire a business and/or invest in one or
more new and developing corporations, whether directly or by way of statutory
merger, which the Management of the Company determines will offer significant
long-term growth potential. In the case of an equity position, the Company will
seek to acquire primarily a majority owned and wholly owned capital stock
position in such corporation. The Company is not restricted to any particular
industry and may engage in any line of business. Accordingly, Management's
discretion as to the type of businesses and equity investments is unlimited.
Management assumes that any business to be acquired and/or equity
investment made by the Company, whether directly or by way of statutory merger,
will involve a business that is new and unseasoned, or a business that has been
operating for a limited period of time and has a limited or unsuccessful record
of revenues or earnings. Investments in start-up enterprises result in a higher
risk of total loss of investment by the Company. Except in cases of a merger or
other instances where stockholders' approval may be required by applicable law,
the Company's stockholders will not have the opportunity to review the relative
merits or weaknesses of any proposed business to be acquired or equity
investment to be made and, accordingly, will have to rely upon the discretion of
Management in selecting a business or investment.
The Company has identified certain general policies which will be
considered by the Company in evaluating business acquisition candidates and
investment possibilities. These policies are listed below. In no event will the
Company provide financing or take equity positions in companies where the
aggregate of such investments would cause the Company to be required to register
under the 1940 Act.
1. The Company will examine the products or services of a business
being considered to determine whether a market exists for the products or
services and whether the business can manufacture and/or market the products or
produce the services at a competitive cost.
2. The Company will invest in a corporation that it believes has a
strong potential for growth. The Company will evaluate the corporation's
business and determine the quality and experience of its management.
5
3. The Company may invest in an operating corporation that has
experienced increases in gross revenues which exceed industry averages. The
market for the corporation's products will be evaluated by determining the
relationship of size, growth potential and competitive factors in that
corporation's industry. This may include the purchase of businesses which offer
opportunities for consolidation.
4. The Company will also consider the following factors: (1) special
risks associated with the business and the industry, (2) equity available to the
business, (3) capital requirements of the business, (4) potential for
profitability and (5) the effect of market and economic conditions and
governmental policies on the business and its products.
It is unlikely that any one prospective corporation with which the
Company may seek to enter a relationship will conform in all respects to the
policies described above. Accordingly, this description is intended to serve
only as a general guide for the Company's projected investment activities. These
policies are not fundamental policies of the Company and may be changed at any
time by the Company's Board of Directors.
The Company anticipates that it will be brought into contact with a
prospective business acquisition or equity investment primarily through the
efforts of its officers, directors and principal stockholders who in the course
of their business activities frequently come into contact with corporations
whose products, services or concepts may be subject to successful development
and marketing. In such connection, the Company may pay a finder's fee to such
officers, directors, principal stockholders or their affiliates. Any such
payment would not be higher than that which would ordinarily be paid to a
non-affiliated person.
The Company does not have any contracts or commitments with anyone or
any firm with regard to these business activities. The Company also does not
have any arrangements or understandings with respect to the acquisition of any
business entity or the acquisition of any interest therein.
The Company may use independent consultants (who may agree to receive
stock of the Company in payment for their services in lieu of cash) to explore
areas of, and to seek out, acquisition prospects. Such independent consultants
would be expected to have such expertise or knowledge which would be of use to
Management in any investment decision. The Company has not engaged any
independent consultants as of July 14, 2006.
At this time, Management believes the Company's equity investments will
be made in private transactions with privately owned corporations. Securities
acquired in this manner are restricted from public sale unless they are
registered under the Securities Act of 1933, or unless an exemption from
registration is available.
Government Regulation
The Company may be subject to government regulations promulgated by
various local, state and Federal government agencies with regard to its proposed
business. Additionally, the Company, in the purchase of equity positions, will
be subject to various rules and regulations promulgated by the Securities and
Exchange Commission and the various state securities commissions. Company does
not intend to engage in the business of investing, reinvesting, owning, holding
or trading in securities or otherwise engaging in activities which would render
the Company an "investment company" as defined in the Investment Company Act of
1940, as amended.
The Company's financing activities will be limited by Section 3(a)(3)
of the Investment Company Act of 1940 in that the Company will not be permitted
to own or propose to acquire investment securities having a total value
exceeding 40% of the value of the Company's total assets (excluding government
securities and cash items) on an unconsolidated basis. The Company is permitted
under Section 3(a)(3) of the 1940 Act to own or propose to own securities of a
majority owned subsidiary which is defined under Section 2(a)(24) of the 1940
Act to mean 50% or more of the outstanding securities of which are owned by the
Company or a majority owned subsidiary of the Company. Notwithstanding Section
3(a)(3) of the 1940 Act, the Company would not be considered an investment
company where it is engaged directly or indirectly through a wholly-owned
subsidiary (which is defined to mean at least 95% ownership of the outstanding
voting stock), in a business or businesses, other than that of investing,
owning, holding or trading in securities.
6
In addition to the limitations by the Investment Company Act of 1940 as
mentioned above, there are a number of other provisions of the Federal
securities laws which will affect the Company's proposed investments.
Most, if not all, of the securities which the Company acquires as
equity investments will be "restricted securities" within the meaning of the
Securities Act of 1933 ("Securities Act") and will not be permitted to be resold
without compliance with the Securities Act. The registration of securities owned
by the Company is likely to be a time consuming and expensive process, and the
Company always bears the risk, because of these delays, that it will be unable
to resell such securities, or that it will not be able to obtain an attractive
price for the securities. In the event the Company does not register securities
it acquires for sale, it will seek to rely upon an exemption from registration.
Among other exemptions, Rule 144 of the Securities Act of 1933, as amended,
imposes a one year holding period prior to the sale of restricted securities and
established volume limitations on the amount of any restricted securities that
can be sold within certain defined time periods.
Competition
There are numerous similar companies which are larger, have more
experience, and are better financed than the Company. The Company may encounter
intense competition from numerous other firms engaged in its field. Any
investments made by the Company will entail a high degree of business and
financial risk that may result in substantial losses to the Company.
Personnel
Mr. Shefts, one of our three officers, devotes a small portion of his
time to us.
Item 2. Description of Properties
Since the sale of our real estate, we have no principal executive
office. We utilize a mailing address of PO Box 656, Tuxedo Park, New York 10987.
We utilize a telephone number at Mr. Shefts' Office. Our telephone number is
(201) 782-9237.
Item 3. Legal Proceedings
We are not presently a party to any material litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our stockholders during the fourth
quarter of fiscal 2006.
7
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.
(a) Marketing Information -- The principal U.S. market in which our common
stock, all of which are of one class, is traded or may trade is in the
over-the-counter market. The stock is quoted on the Electronic Bulletin Board of
the OTC market, under the symbol "ARBE.OB." Our stock is not traded or quoted on
any automated quotation system. No market information is being supplied herein
because quotations for and transactions in our common stock are sporadic and in
view of the infrequent trading in our common stock, they would not be
meaningful.
Broker-Dealer Sales of Company's Registered Securities.
Except where the Company's Common Stock has a market price of at least
$5.00 per share, the Company's Registered Securities are covered by a Securities
and Exchange Commission ("SEC") rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and institutional accredited investors. For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written agreement to
the transaction prior to the sale. Consequently, the rule affects the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in the secondary market.
The SEC has adopted seven rules ("Rules") under the Securities Exchange
Act of 1934 requiring broker/dealers engaging in certain recommended
transactions with their customers in specified equity securities falling within
the definition of "penny stock" (generally non-NASDAQ securities priced below $5
per share) to provide to those customers certain specified information. Unless
the transaction is exempt under the Rules, broker/dealers effecting customer
transactions in such defined penny stocks are required to provide their
customers with: (1) a risk disclosure document; (2) disclosure of current bid
and ask quotations, if any; (3) disclosure of the compensation of the
broker/dealers and its salesperson in the transaction; and (4) monthly account
statements showing the market value of each penny stock held in the customer's
account. These SEC Rules were adopted in April, 1992 pursuant to the
requirements of the Securities Enforcement Remedies and Penny Stock Reform Act
of 1990 ("Penny Stock Act").
As a result of the aforesaid rules regulating penny stocks, the market
liquidity for the Company's securities, if any, may be severely adversely
affected by limiting the ability of broker-dealers to sell the Company's
securities and the ability of purchasers of the Company's securities in the
secondary market.
(b) Holders -- There were approximately 173 holders of record of our common
stock as of July 14, 2006 inclusive of those brokerage firms and/or clearing
houses holding our securities for their clientele, with each such brokerage
house and/or clearing house being considered as one holder. The aggregate number
of shares of common stock outstanding as of July 14, 2006 was 7,050,540 shares.
(c) Dividends -- A cash dividend of $.15 per share was declared in April 2004
and paid on May 1, 2004 to all stockholders of record as of March 22, 2004. No
other dividends were declared on our stock in the last two fiscal years and we
do not anticipate paying dividends on our common stock in the foreseeable
future.
During the fiscal year ended April 30, 2006, we did not issue any
shares of our Common Stock.
We did not repurchase any of our securities during the fiscal year
ended April 30, 2006.
We have no options, warrants or other rights under any equity
compensation plans as of April 30, 2006.
8
Item 6. Management's Discussion and Analysis or Plan of Operation.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this report which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors that could cause our actual results to differ
materially from those expressed in such forward-looking statements. These
important factors include, without limitation, competitive factors and pricing
pressures, changes in legal and regulatory requirements, technological change or
difficulties, product development risks, commercialization and trade
difficulties and general economic conditions, as well as other risks previously
disclosed in our securities filings and press releases.
These forward-looking statements often can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," or similar terms.
General
We were a wood products company that had been in business since 1980.
Our business fluctuated over the years. We were almost wholly dependent on sales
to The Home Depot, Inc. As discussed below in "Discontinued Operations," on
September 2, 2003, we discontinued our wood products business.
At present, we our seeking other business opportunities, but there can
be no assurance that such opportunities will be identified, engaged in, or
result in any profits.
Fiscal year ended April 30, 2006 compared to the fiscal year ended April 30,
2005
Since we discontinued our wood products business, there were no sales
from continuing operations during the years ended April 30, 2006 and 2005.
Selling, general and administrative expenses were $33,778 for the
fiscal year ended April 30, 2006, a decrease of $7,553 or approximately 18% over
selling, general and administrative expenses of $41,331 for the fiscal year
ended April 30, 2005. The decrease in selling, general and administrative
expenses is a result of our discontinued operations of our wood products
business.
For 2006, we had a net loss of $32,035 as compared to a net income of
$145,708 for the comparable period of the prior year. In 2005, we had a
non-recurring gain of $185,820 from the sale of our real property.
Discontinued Operations
On September 2, 2003, we informed Home Depot that we would no longer do
business with that company due to increased difficulties in transacting business
with Home Depot on a profitable basis. We stated to Home Deport that these
difficulties included Home Depot's prohibition against price increases despite
increases in our costs of production, a diminution in the Home Depot territories
we were allowed to sell product to, and Home Depot's demands regarding returns
of ordered products that we were unwilling to accede to for economic reasons. As
a result, on September 2, 2003, we discontinued our wood products business. The
sale of our real estate resulted in a gain of approximately $186,000 for the
year ended April 30, 2005.
9
Liquidity and capital resources
In the prior periods discussed above, our working capital requirements
were met primarily from sales generated by our discontinued wood products
business. At April 30, 2006, we had working capital of approximately $452,000.
As at April 30, 2006, we had cash and cash equivalents of approximately
$463,000, which represented substantially all of our total assets. We believe we
have adequate working capital to fund our operations for at least the next 12
months.
On July 20, 2005, we closed on the sale of our real property located in
Little Marsh, Pennsylvania and realized net proceeds of approximately $214,000.
This amount was reported as a receivable at April 30, 2005 because we entered
into the contract of sale on April 15, 2005. The payment of this receivable in
2006 resulted in cash provided by investing activities of $214,000.
Net cash used in operating activities amounted to approximately
$(42,000) for the fiscal year ended April 30, 2005 as compared to $(36,000) in
fiscal 2006. This was primarily attributable to the loss from continuing
operation of approximately $40,000 in fiscal 2005 and a loss from continuing
operations of $32,000 in fiscal 2006.
Net cash used by financing activities was $38,000 for the fiscal year
ended April 30, 2005 as a result of related party loan repayments of $1,020,000,
offset by dividend payments of $1,058,000.
Since terminating our wood products business in September 2002, the
Company has been unable to find a suitable business opportunity or merger
candidate considering the limited cash resources available to the Company and
that the Company's Common Stock has a limited and sporadic trading market.
Nevertheless, Management is continuing to explore various business opportunities
that may be available to it. As of the filing date of this Form 10-KSB, there
are no known trends or any known demands, commitments, events or uncertainties
that will result in or that are reasonably likely to result in the Company's
liquidity increasing or decreasing in any material way. Further, at the present
time, the Company has no commitments for capital expenditures and does not
anticipate same until it establishes a business or acquires an operating
business, of which there can be no assurances given.
Off-Balance Sheet Transactions
We do not have any transactions, agreements or other contractual
arrangements that constitute off-balance sheet arrangements.
Application Of Critical Accounting Policies
Our financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. Critical accounting policies
for use of estimates, accounting for stock-based compensation and environmental
remediation costs.
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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.
10
Item 7. Financial Statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Arbor EnTech Corporation
We have audited the accompanying balance sheet of Arbor EnTech Corporation as of
April 30, 2006, and the related statements of operations, stockholders' equity,
and cash flows for each of the two years in the period ended April 30, 2006.
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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. Also, 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 Arbor EnTech Corporation as of
April 30, 2006, and the results of its operations and its cash flows for each of
the two years in the period ended April 30, 2006 in conformity with accounting
principles generally accepted in the United States of America.
WOLINETZ, LAFAZAN & COMPANY, P.C.
Rockville Centre, New York
July 12, 2006
11
ARBOR ENTECH CORPORATION
BALANCE SHEET
APRIL 30, 2006
ASSETS
Current Assets:
Cash and Cash Equivalents $ 462,847
Prepaid Expenses 711
-----------
Total Current Assets 463,558
-----------
Total Assets $ 463,558
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 11,085
-----------
Total Current Liabilities 11,085
-----------
Commitments and Contingencies
Stockholders' Equity:
Common Stock, $.001 Par Value; Authorized
10,000,000 Shares; Issued and Outstanding
7,050,540 Shares 7,050
Additional Paid-In Capital 2,365,441
Retained Earnings (Deficit) (1,920,018)
-----------
Total Stockholders' Equity 452,473
-----------
Total Liabilities and Stockholders' Equity $ 463,558
===========
The accompanying notes are an integral part of the financial statements.
12
ARBOR ENTECH CORPORATION
STATEMENT OF OPERATIONS
Years Ended
--------------------------
April 30,
--------------------------
2006 2005
----------- -----------
Net Sales $ -- $ --
----------- -----------
Costs and Expenses:
Selling, General and Administrative Expenses 33,778 41,331
----------- -----------
33,778 41,331
----------- -----------
Loss from Operations (33,778) (41,331)
----------- -----------
Other Income:
Interest Income 1,728 997
Other 15 22
----------- -----------
1,743 1,019
----------- -----------
Loss from Continuing Operations Before Income
Tax Provision (Benefit) (32,035) (40,312)
Income Tax Provision (Benefit) -- (200)
----------- -----------
Loss from Continuing Operations (32,035) (40,112)
----------- -----------
Discontinued Operations:
Gain on Disposal and Sale of Property and Equipment
from Discontinued Operations -- 185,820
----------- -----------
Net Income from Discontinued Operations -- 185,820
----------- -----------
Net Income (Loss) $ (32,035) $ 145,708
=========== ===========
Income (Loss) Per Common Share - Basic:
Income (Loss) from Continuing Operations $ (.00) $ .00
Income from Discontinued Operations .00 .02
----------- -----------
Net Income (Loss) $ (.00) $ .02
=========== ===========
Weighted Average Shares Outstanding 7,050,540 7,050,540
=========== ===========
The accompanying notes are an integral part of the financial statements.
13
ARBOR ENTECH CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30, 2005 AND 2006
Additional Retained
Common Stock Paid-In Earnings
------------------------- ----------- -----------
Shares Amount Capital (Deficit) Total
----------- ----------- ----------- ----------- -----------
Balance - April 30, 2004 7,050,540 $ 7,050 $ 2,365,441 $(2,033,691) $ 338,800
Net Income -- -- -- 145,708 145,708
----------- ----------- ----------- ----------- -----------
Balance - April 30, 2005 7,050,540 7,050 2,365,441 (1,887,983) 484,508
Net Loss -- -- -- (32,035) (32,035)
----------- ----------- ----------- ----------- -----------
Balance - April 30, 2006 7,050,540 $ 7,050 $ 2,365,441 $(1,920,018) $ 452,473
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of the financial statements.
14
ARBOR ENTECH CORPORATION
STATEMENT OF CASH FLOWS
Years Ended
--------------------------
April 30,
--------------------------
2006 2005
----------- -----------
Cash Flows from Operating Activities:
(Loss) from Continuing Operations $ ( 32,035) $ ( 40,112)
----------- -----------
Adjustments to Reconcile (Loss) from Continuing Operations
to Net Cash (Used) in Operating Activities:
Depreciation -- 1,149
(Increase) Decrease in Deferred Tax Assets 81,762 (81,762)
Increase (Decrease) in Deferred Tax Liabilities (81,762) 81,762
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Miscellaneous Receivable 826 (826)
(Increase) Decrease in Prepaid Expenses 1,531 (1,731)
(Decrease) in Accounts Payable and Accrued Liabilities (6,135) (806)
----------- -----------
Total Adjustments (3,778) (2,214)
----------- -----------
Net Cash (Used) in Operating Activities (35,813) (42,326)
----------- -----------
Cash Flows from Investing Activities:
Proceeds from Receivable from Sale of Real Property 213,589 --
----------- -----------
Net Cash Provided by Investing Activities 213,589 --
----------- -----------
Cash Flows from Financing Activities:
Proceeds of Loans to Related Parties -- 1,019,850
Dividends Paid -- (1,057,581)
----------- -----------
Net Cash (Used) in Financing Activities -- (37,731)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents 177,776 (80,057)
Cash and Cash Equivalents - Beginning of Year 285,071 365,128
----------- -----------
Cash and Cash Equivalents - End of Year $ 462,847 $ 285,071
=========== ===========
Supplemental Cash Flow Information:
Cash Paid for Interest $ -- $ --
=========== ===========
Cash Paid for Income Taxes $ -- $ --
=========== ===========
Supplemental Disclosures of Non-Cash Investing and
Financing Activities:
Receivable from Sale of Real Property $ -- $ 213,589
=========== ===========
Net Carrying Amount of Real Property Sold $ -- $ 27,769
=========== ===========
The accompanying notes are an integral part of the financial statements.
15
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Nature of Business
Arbor EnTech Corporation (the "Company") is a Delaware corporation that
engaged in the production and wholesale distribution of wood products for home
use, principally fireplace wood and garden stakes. The Company's products were
produced, packaged in and distributed from its facility in Little Marsh,
Pennsylvania. The products were delivered by independent truckers to customer
locations in the Northeastern United States. On September 22, 2003, the Company
discontinued its wood products business. The Company is seeking other business
opportunities but has not yet identified any such opportunity.
NOTE 2 - Summary of Significant Accounting Policies
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with a
maturity of three months or less at time of purchase to be cash equivalents.
Property and Equipment
Property and equipment is stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the related
assets which approximated 15 and 31 years. Expenditures for maintenance and
repairs are charged to expense as incurred where as major betterments and
renewals are capitalized. Depreciation expense was $0 and $1,149 for the years
ended April 30, 2006 and 2005, respectively.
Use of Estimates
The preparation of financial statements in conformity with U.S.
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.
Revenue Recognition
The Company uses the accrual method of accounting.
Income Taxes
The Company utilizes the liability method of accounting for income
taxes. Under such method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates in effect at the balance sheet date. The resulting asset or
liability is adjusted to reflect enacted changes in tax law. Future tax benefits
attributable to temporary differences are recognized to the extent that
realization of such benefits is more likely than not.
16
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - Summary of Significant Accounting Policies (Continued)
Income (Loss) Per Common Share
The computation of earnings (loss) per share of common stock is
computed by dividing income (loss) for the year by the weighted average number
of common shares outstanding during that period. Since the Company has no common
stock equivalents, diluted earnings (loss) per share is the same as basic
earnings (loss) per share.
Fair Value of Financial Instruments
The fair value of the Company's financial instruments, which consist
primarily of cash and cash equivalents and accounts payable and accrued
liabilities, approximate their carrying amounts reported due to their short-term
nature.
Concentration of Credit Risk
The Company's financial instruments that are exposed to concentration
of credit risk consist of cash and cash equivalents. At times, such amounts are
in excess of the FDIC insurance limits.
NOTE 3 - Income Taxes
Income tax provision (benefit) consisted of the following:
Years Ended
--------------
April 30,
--------------
2006 2005
----- -----
Current
Federal $ -- $ --
State -- (200)
----- -----
-- (200)
----- -----
Deferred
Federal -- --
State -- --
----- -----
----- -----
----- -----
$ -- $(200)
===== =====
The following is a reconciliation of the US statutory income tax rate
and the effective tax rate on pretax income:
Years Ended
------------------
April 30,
------------------
2006 2005
------ -------
US federal statutory rate 34% 34%
State taxes, net of federal tax
benefit 0 10.0
Permanent differences 0 0
Other, net (34.00) (44.00)
------ ------
Effective tax rate (.00%) (.00%)
====== ======
17
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - Income Taxes (Continued)
For income tax purposes, the Company had available net operating loss
carryforwards ("NOL") at April 30, 2006 of approximately $226,000 expiring in
various years through 2026 to reduce future federal taxable income, if any.
The tax effects of significant items comprising deferred income taxes
are as follows:
April 30,
------------------------------------------
2006 2005
------------------- --------------------
Deferred Tax Deferred Tax
------------------- --------------------
Capital Loss Carryforwards $ -- $ -- $ 40,000 $ --
Net Operating Loss Carryforwards 80,000 -- 152,656 --
Sale of Real Property -- -- -- 81,762
-------- -------- -------- --------
80,000 -- 192,656 81,762
Less: Valuation Allowance 80,000 -- 110,894 --
-------- -------- -------- --------
$ -- $ -- $ 81,762 $ 81,762
======== ======== ======== ========
NOTE 4 - Commitments and Contingencies
Line of Credit
The Company had a revolving credit facility with its
Secretary/Treasurer, secured by a mortgage on the Company's real property
located in Tioga County, Pennsylvania. This revolving line of credit provided
for the extension of credit in the aggregate principal amount of $100,000 with
interest at 11% per annum. Principal and interest was payable on demand. The
credit facility terminated in July 2005.
NOTE 5 - Discontinued Operations
On September 2, 2003, the Company informed The Home Depot, Inc., the
customer that purchased more than 99 percent of the Company's wood products,
that the Company would no longer do business with Home Depot due to increased
difficulties in transacting business with Home Depot on a profitable basis. The
Company stated to Home Depot that these difficulties included Home Depot's
prohibition against price increases despite increases in the Company's increased
costs of production, a diminution in the Home Depot territories the Company was
allowed to sell products to, and Home Depot's demands regarding returns of
ordered products that the Company was unwilling to accede to for economic
reasons.
18
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - Discontinued Operations (Continued)
The Financial Accounting Standards Board's SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets", addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of," retains the fundamental provisions of Statement 121 for (a)
recognition and measurement of the impairment of long-lived assets to be held
and used and (b) measurement of long-lived assets to be disposed of by sale.
SFAS 144 also supersedes the accounting and reporting provisions of APB Opinion
No. 30, "Reporting and Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and transactions," for segments of a business to be disposed
of, but retains the requirement of Opinion 30 to report discontinued operations
separately from continuing operations and extends that reporting to a component
of an entity that either has been disposed of (by sale, by abandonment, or in a
distribution to owners) or is classified as held for sale.
The Company has discontinued its wood products business. Consequently,
the accompanying financial statements reflect the wood products business as
discontinued operations in accordance with SFAS No. 144.
On July 20, 2005 the Company closed on the sale of real property
located in Tioga County, Pennsylvania pursuant to a contract entered into on
April 15, 2005. The Company recognized a gain of $185,820 from the sale for the
year ended April 30, 2005.
Summarized below are the results of discontinued operations:
Years Ended
-------------------
April 30,
-------------------
2006 2005
--------- --------
Gain on Disposal and Sale of Property and Equipment $ -- $185,820
========= ========
The Company is seeking other business opportunities, but there can be
no assurance that such opportunities will be identified, engaged in, or result
in any profits.
NOTE 6 - Related Party Transactions
In May 2004 the Company received proceeds of $1,019,850 as payment in
full of related party notes receivable.
The Company incurred $5,000 in accounting and administration fees to an
officer of the Company during the year ended April 30, 2005.
The Company incurred $6,000 in accounting and administration fees to a
company owned by an officer of the Company during the year ended April 30, 2006.
NOTE 7 - Dividends
A cash dividend of $.15 per share was declared in April 2004 and paid
in May 2004 to all stockholders of record as of March 22, 2004.
19
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
There have been no changes in or disagreements with accountants with
respect to accounting and/or financial disclosure.
Item 8A. Controls and Procedures.
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-15(e). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
the Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
at the reasonable assurance level at the end of our most recent fiscal year
ended April 30, 2006. There have been no changes in the Company's disclosure
controls and procedures or in other factors that could affect the disclosure
controls subsequent to the date the Company completed its evaluation.
Management has not yet completed, and is not yet required to have
completed, its assessment of the effectiveness of internal control over
financial reporting as required by Section 404 of the Sarbanes-Oxley Act.
Item 8B. Other Information.
None.
20
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 certain information concerning our directors and
executive officers:
Name Age Position
----------------------------- ----------- -------------------------------------
Harvey Houtkin 57 Chairman of the Board, Chief
Executive Officer, President
Wanda Shefts 48 Executive Vice President, Director
Mark Shefts 48 Secretary/Treasurer, Director
Sherry Houtkin 55 Director
Each director has been elected to serve until the next annual meeting
of stockholders, or until his earlier resignation, removal from office, death or
incapacity. Officers are elected by the directors at meetings called by the
directors for such purpose.
Harvey I. Houtkin founded Arbor EnTech Corporation in October 1980 and has been
our Chairman of the Board, Chief Executive Officer and President since
inception. Mr. Houtkin held a seat on the New York Stock Exchange from 1984 to
1988 and is Chairman of the Board, Chief Executive Officer, Secretary and
co-owner of Domestic Securities, Inc.("Domestic Securities"), an NASD registered
broker/dealer which operated a floor brokerage business on that Exchange during
the time the seat was owned. From April 1993 through the present, Mr. Houtkin
has been Chairman of the Board, Chief Executive Officer and Secretary of
All-Tech Direct, Inc. ("All-Tech"), which formerly operated as a securities
broker/dealer and is now inactive. Mr. Houtkin graduated from Baruch College of
the City University of New York in 1970 with a Bachelor of Science Degree and in
1973 with a Masters Degree in Business Administration.
Wanda Shefts has been our Vice President and a director since February 1993. She
previously held these positions from 1982 through April 1987. She has an
Associates Degree from Kingsborough Community College.
Mark D. Shefts has been our Secretary/Treasurer and a director since February
1993. He also serves as our Chief Financial Officer. He previously held these
positions from 1982 through April 1987. He was a member of the Chicago Stock
Exchange and is President, Treasurer and a co-owner of Domestic Securities. He
has been a principal of All-Tech since early 1988 and has been its President,
Chief Operating Officer, Chief Financial Officer, Treasurer and a Director since
that time. Mr. Shefts is licensed as a Commodity Pool Operator and a Commodity
Trading Advisor by the National Futures Association. He is also a Certified
Financial Services Auditor of the National Association of Financial Services
Auditors, a Certified Fraud Examiner of the Association of Certified Fraud
Examiners, and an arbitrator for the American Arbitration Association and NASD
Dispute Resolution, Inc. Mr. Shefts graduated in 1979 from Brooklyn College of
the City of New York with a Bachelor of Science Degree in Accounting.
Sherry Houtkin has been one of our directors since February 1994.
Family relationships
21
Mark Shefts and Wanda Shefts are husband and wife. Harvey Houtkin and
Wanda Shefts are brother and sister. Harvey Houtkin and Sherry Houtkin are
husband and wife.
Our Board of Directors does not currently have a compensation
committee, audit committee or nominating committee. We do not have an Audit
Committee financial expert. We believe that the cost of retaining a financial
expert at this time is too prohibitive given our current financial condition.
Compliance with Section 16(a) of The Securities Exchange Act of 1934
To our knowledge, based solely on a review of such materials as are required by
the Securities and Exchange Commission, no officer, director or beneficial
holder of more than ten percent of our issued and outstanding shares of Common
Stock failed to timely file with the Securities and Exchange Commission any form
or report required to be so filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934, except as follows: Wanda Shefts filed a late Form 3 and
Harvey Houtkin and Mark Shefts each filed a late Form 4 during the 2006 fiscal
year.
Audit Committee Financial Expert
We do not have a financial expert. We believe that the cost of
retaining a financial expert at this time is too prohibitive given our current
financial condition and lack of operating revenues.
Code of Ethics
We have not adopted a code of ethics as of the date hereof. We are
considering whether to adopt such a plan in the future.
22
Item 10. Executive Compensation
----------------------
The following table shows all the cash compensation paid or to be paid
by us, as well as certain other compensation paid or accrued, during the fiscal
years indicated, to our Chief Executive Officer for such period in all
capacities in which such officer served. No other executive officer received
total annual salary and bonus in excess of $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
-------------------------------- -------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
alary($) Other estricte ecuritie LTIP ll
Name and Fiscal Annual R Stock Snderlyin ayouts Ather
Principal Year Compensa- ward ($) Uptions/ ($) Oompensa-
Position 4/30 S Bonus($) Tion ($) A O SARs g P C tion
---------------------------- ---------------------- ---------- ---------- ---------- ---------- ----------
Harvey Houtkin 2006 $ -0- -0- -0- -0- -0- -0- -0-
CEO (1) 2005 $ -0- -0- -0- -0- -0- -0- -0-
2004 $ -0- 31,527 -0- -0- -0- -0- -0-
Wanda Shefts 2006 $ -0- -0- -0- -0- -0- -0- -0-
Vice President 2005 $ -0- -0- -0- -0- -0- -0- -0-
2004 $ 84,084 -0- -0- -0- -0- -0- -0-
(1) Does not include monies paid to Rushmore Financial Services, Inc. See "Item
12."
Directors generally do not receive any compensation for serving as such
or for attending meetings of the Board. They are reimbursed their accountable
expenses for attending meetings.
We do not have any employment agreements or stock option or bonus plans
with any of its executive officers and we do not have any employees.
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth information as of July 14, 2006, with
respect to
o any person known by us to own beneficially more than 5% of our
common stock;
o common stock beneficially owned by each of our officers and
directors; and
o the amount of common stock beneficially owned by our officers
and directors as a group.
23
Number of Approximate
Shares Percent
Name & Address of Beneficially of Common Stock
Beneficial Owner Owned Outstanding (1)
----------------------------------------------- ------------ ---------------
Harvey Houtkin and Sherry Houtkin (2) (3) (4) 3,591,005 50.9%
Mark Shefts and Wanda Shefts (2) (5) 3,582,088 50.8%
All directors and Executive officers as a group
(4 persons) 6,995,783 99.2%
_________________
(1) Based upon 7,050,540 shares of common stock issued and outstanding as
of July 14, 2006.
(2) The address of such person is 160 Summit Avenue, Montvale, NJ 07645.
(3) Includes 177,310 shares owned by Rushmore Financial Services, Inc.
which is one-half owned by Harvey Houtkin and one-half owned by Mark
Shefts.
(4) Includes 3,413,695 shares owned directly by Mr. Houtkin and zero shares
owned directly by Sherry Houtkin, his wife.
(5) Includes 3,404,778 shares owned by Wanda Shefts and zero shares owned
directly by Mark Shefts, her husband.
Item 12. Certain Relationships and Related Transactions.
During the fiscal years ended April 30, 2006 and 2005, Mr. Shefts
provided bookkeeping, accounting and administrative services to us for which we
paid him $6,000 and $5,000, respectively. In addition, upon the sale of our real
estate in July 2005, the credit facility of $100,000 that we had with Mr. Shefts
was terminated.
In May 2004 we were repaid principal and interest on two pre-existing
related party loans of $1,019,850. The borrowers were Attain Technology, Inc.
and Rushmore Financial Services, Inc. Attain Technology is wholly owned by
Rushmore. Rushmore is owned 50% by Harvey Houtkin and 50% by Mark Shefts, two of
our officers, directors and principal shareholders.
In April 2004 the Board of Directors declared a dividend of $.15 a
share that was paid on May 1, 2004, to each shareholder of record as of March
22, 2004.
During the fiscal year ended April 30, 2004, we paid a total of $54,220
for accounting and administrative services throughout the year, to Rushmore
Financial Services, Inc., a company owned 50% by Mark Shefts and 50% by Harvey
Houtkin, two of our officers, directors and principal shareholders.
24
Item 13. Exhibits.
3.a. Our Articles of Incorporation (1)
3.b. Our By-Laws (2)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Executive Officer (3)
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Financial Officer (3)
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Executive Officer (3)
32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Financial Officer (3)
_________________
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 10-SB (SEC File No. 0-30432) filed on or about July 30, 1999,
and incorporated herein by this reference.
(2) Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form 10-SB (SEC File No. 01-15207) filed on
or about August 2, 1999, and incorporated herein by this reference.
(3) Filed herewith.
Statements contained in this Form 10-KSB as to the contents of any agreement or
other document referred to are not complete, and where such agreement or other
document is an exhibit to this Report or is included in any forms indicated
above, each such statement is deemed to be qualified and amplified in all
respects by such provisions.
Item 14. Principal Accountant Fees And Services.
Wolinetz, Lafazan & Company, P.C. ("WL"), Certified Public Accountants,
is the independent registered public accounting firm that audited our financial
statements for the fiscal years ended April 30, 2005 and 2004. WL has performed
the following services and has been paid the following fees for these fiscal
years.
Audit Fees
WL billed $10,000 and $12,000 for its audit of our financial statements
for the fiscal years ended April 30, 2006 and 2005 and its review of the
financial statements included in our filing of our quarterly reports on form
10-QSB during these fiscal years.
25
Audit-Related Fees
WL was not paid any additional fees for the fiscal years ended April
30, 2006 and 2005 for assurance and related services reasonably related to the
performance of the audit or review of our financial statements.
Tax Fees
WL billed $1,000 for each of the fiscal years ended April 30, 2006 and
2005 for professional services rendered for tax compliance, tax advice and tax
planning.
All Other Fees
WL was paid no other fees for professional services during the fiscal
years ended April 30, 2006 and 2005.
Audit Committee Pre-Approval Policies
The Board of Directors, which performs the equivalent functions of an
audit committee, currently does not have any pre-approval policies or procedures
concerning services performed by WL. All the services performed by WL that are
described above were pre-approved by the Board of Directors. Less than 50% of
the hours expended on WL's engagement to audit our financial statements for the
fiscal years ended April 30, 2006 and 2005 were attributed to work performed by
persons other than WL's full-time, permanent employees.
26
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.
ARBOR ENTECH CORPORATION
By: s/ Harvey Houtkin
--------------------------------------
Harvey Houtkin, Chairman of the Board,
Chief Executive Officer, President
Dated: July 20, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
------------------------------- ------------------------- -----------------
s/ Harvey Houtkin President and July 20, 2006
------------------------------- a Director
Harvey Houtkin
s/ Mark Shefts Secretary/Treasurer, July 20, 2006
------------------------------- Principal Financial
Mark Shefts And Accounting Officer
And Director
s/ Wanda Shefts Exec. V. Pres., Director July 20, 2006
-------------------------------
Wanda Shefts
s/ Sherry Houtkin Director July 20, 2006
-------------------------------
Sherry Houtkin
27
SUPPLEMENTAL INFORMATION
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
NOT APPLICABLE.
28