U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2001
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 002-76219NY
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NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0564472
------ ----------
(State or Other Jurisdiction or (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
-----------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes No X (2) Yes X No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 2001,
-$0-.
For the Exhibit Index, see Part III, Item 13.
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.
February 6, 2002 - $497.43. There are approximately 497,431 shares of
common voting stock of the Registrant held by non-affiliates. During the
past five years, there has been no "public market" for shares of common
stock of the Registrant, so the Registrant has arbitrarily valued these
shares on the basis of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
February 15, 2002
2,620,326
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DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
A description of "Documents Incorporated by Reference" is
contained in Part III, Item 13.
Transitional Small Business Issuer Format Yes X No ___
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Corporate Developments.
-----------------------
New Environmental Technologies Corporation (the "Company") was
organized under the laws of the State of Nevada on January 7, 1982, under
the name "All Things, Inc." The Company was formed for the purpose of
engaging in all lawful businesses. The Company's initial authorized
capital consisted of 100,000,000 shares of $0.0001 par value common voting
stock.
On March 21, 1985, the Company's name was changed to "New Environmental
Technologies Corporation."
Effective November 11, 1995, and in accordance with the Nevada Revised
Statutes, the Board of Directors of the Company, with the written consent of
President and Director, unanimously resolved to reverse split the
outstanding shares of its common stock on a basis of 250 for one while
retaining its authorized capital, with appropriate adjustments in the stated
capital and capital surplus accounts of the Company. All computations
hereinafter take into account this reverse split.
Copies of the initial Articles of Incorporation of the Company and the
foregoing Certificates of Amendment to the Articles of Incorporation are
attached hereto and incorporated herein by reference. See Part III, Item
13.
Public Offering.
----------------
The Company conducted a public offering of shares of its common stock
pursuant to an S-18 Registration Statement which was filed with the
Securities and Exchange Commission on or about March 2, 1982. By this
reference, the Company's Registration Statement on Form S-18 is incorporated
herein. See Part III, Item 13.
Sales of Unregistered Securities During the Past Five Years.
------------------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration(1)
---- -------- --------- -------------
Steve Howell 8/2/95 30,000 Services
Angie C. Howell 8/2/95 30,000 Services
Michael C. Brown 10/4/95 25,000 Services
Corie Merrell 10/4/95 120,000 Services
Dan and Connie Ross 10/4/95 25,000 Services
Lois Fallentine 10/4/95 25,000 Services
Chiricahua Company(2) 10/4/95 2,002,895 Services
Leonard W. Burningham, 11/6/96 120,000 Services
Esq.
(1) Valued at par value or $0.001 per share.
(2) Chiricahua Company is wholly-owned by David C. Merrell, President
and a director of the Company.
Business.
---------
The Company has had no material business operations since 1989. The
Company may begin the search for the acquisition of assets, property or
business that may benefit the Company and its stockholders once the Board of
Directors sets guidelines of industries in which the Company may have an
interest.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable
to do so until it determines the particular industries of interest to the
Company.
Effect of Existing or Probable Governmental Regulations on
Business.
---------
The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No. 34-30968
and effective as of August 13, 1992, substantially modified the information
and financial requirements of a "Small Business Issuer," defined to be an
issuer that has revenues of less than $25,000,000; is a U.S. or Canadian
issuer; is not an investment company; and if a majority-owned subsidiary,
the parent is also a small business issuer; provided, however, an entity is
not a small business issuer if it has a public float (the aggregate market
value of the issuer's outstanding securities held by non-affiliates) of
$25,000,000 or more. The Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
Number of Employees.
--------------------
None.
Item 2. Description of Property.
---------------------------------
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of David C. Merrell, the Company's President, which are provided at
no cost. See Part I, Item 1.
Item 3. Legal Proceedings.
---------------------------
The Company is not the subject of any pending legal proceedings; and
to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the period covered by this report or during the
previous two calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Market Information.
-------------------
There has never been any "established trading market" for shares of
common stock of the Company. The Company intends to submit for listing on
the OTC Bulletin Board of the National Association of Securities Dealers,
Inc. ("NASD"); however, management does not expect any established trading
market to develop unless and until it has operations. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained. If a public market ever develops in the future,
the sale of "unregistered" and "restricted" shares of common stock pursuant
to Rule 144 of the Securities and Exchange Commission by members of
management or others may have a substantial adverse impact on any such
market; and all of these persons have satisfied the "holding period" under
Rule 144. See the heading "Sales of Unregistered Securities During the Past
Five Years," of Part I, Item 1.
Holders.
--------
The number of record holders of the Company's common stock as of the
calendar year ended December 31, 2001 was approximately 859; these numbers
do not include an indeterminate number of stockholders whose shares are held
by brokers in street name. As of February 15, 2002 there were approximately
859 stockholders.
Dividends.
----------
There are no present material restrictions that limit the ability of
the Company to pay dividends on common stock or that are likely to do so in
the future. The Company has not paid any dividends with respect to its
common stock, and does not intend to pay dividends in the foreseeable
future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations during the year
end December 31, 2001 or since 1989.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the Company may have an interest;
(ii) adopt a business plan regarding engaging in business in any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.
The Company's only foreseeable cash requirements during the next 12
months will relate to maintaining the Company in good standing in the State
of Nevada. Management does not anticipate that the Company will have to
raise additional funds during the next 12 months.
Results of Operations.
----------------------
The Company discontinued its active operations in 1989. It received
no revenues and had losses in the following calendar years ended December
31, 2000 and 2001 of ($9,011) and ($19,461), respectively.
Liquidity.
----------
At December 31, 2001, the Company had no cash. Expenses have been
paid by an $18,992 loan by a principal stockholder, David C. Merrell, the
Company's President.
Item 7. Financial Statements.
------------------------------
For the periods ended December 31, 2001 and 2000
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2001
CONTENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 9
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 10
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
New Environmental Technologies Corporation
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of New Environmental
Technologies Corporation (a development stage company) as of December 31, 2001
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 2001 and 2000 and from inception
on January 7, 1982 through December 31, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of New Environmental
Technologies Corporation (a development stage company) as of December 31, 2001
and the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000 and from inception on January 7, 1982 through
December 31, 2001 in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
February 1, 2002
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
2001
CURRENT ASSETS
Cash $ -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 34,591
Accounts payable - related party (Note 2) 18,992
Accrued interest payable - related party 2,308
Total Liabilities 55,891
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 2,620,326 shares issued and
outstanding 2,620
Additional paid-in capital 150,692
Deficit accumulated during the development stage (209,203)
Total Stockholders' Equity (Deficit) (55,891)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -
4
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
2001 2000 2001
REVENUES $ - $ - $ -
EXPENSES 19,461 9,011 208,203
NET LOSS $ (19,461) $ (9,011) $(208,203)
BASIC AND DILUTED LOSS PER SHARE $(0.01) $(0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 2,620,326 2,620,326
5
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, January 7, 1982 - $ - $ - $ -
Common stock issued for cash
at $7.50 per share 6,000 6 45,000 -
Common stock issued for cash
at $0.39 per share 168,503 169 65,819 -
Net loss from inception on
January 7, 1982 through
December 31, 1982 - - - (39,597)
Balance, December 31, 1982 174,503 175 110,819 (39,597)
Net loss for the year ended
December 31, 1983 - - - (71,397)
Balance, December 31, 1983 174,503 175 110,819 (110,994)
Common stock issued for cash
at $25.00 per share 57 - 1,425 -
Common stock issued for cash
at $25.00 per share 3 - 75 -
Common stock issued for cash
at $0.25 per share 1,580,000 1,580 38,373 -
Net loss for the year ended
December 31, 1984 - - - -
Balance, December 31, 1984 1,754,563 1,755 150,692 (110,994)
Retired common stock, (1,296,132) (1,297) - -
Net loss for the year ended
December 31, 1985 - - - -
Balance, December 31, 1985 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1986 - - - -
Balance, December 31, 1986 458,431 458 150,692 (110,994)
The accompanying notes are an integral part of these financial statements.
6
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1986 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1987 - - - -
Balance, December 31, 1987 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1988 - - - -
Balance, December 31, 1988 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1989 - - - -
Balance, December 31, 1989 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1990 - - - -
Balance, December 31, 1990 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1991 - - - -
Balance, December 31, 1991 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1992 - - - -
Balance, December 31, 1992 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1993 - - - -
Balance, December 31, 1993 458,431 458 150,692 (110,994)
Canceled common stock (316,000) (316) - -
Net loss for the year ended
December 31, 1994 - - - (6,656)
Balance, December 31, 1994 142,431 142 150,692 (117,650)
The accompanying notes are an integral part of these financial statements.
7
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1994 142,431 142 150,692 (117,650)
Common stock issued for
services at $0.001 per
share 2,357,895 2,358 - -
Net loss for the year ended
December 31, 1995 - - - (49,097)
Balance, December 31, 1995 2,500,326 2,500 150,692 (166,747)
Common stock issued for
services at $0.001 per
share 120,000 120 - -
Net loss for the year ended
December 31, 1996 - - - (1,681)
Balance, December 31, 1996 2,620,326 2,620 150,692 (168,428)
Net loss for the year ended
December 31, 1997 - - - (3,517)
Balance, December 31, 1997 2,620,326 2,620 150,692 (171,945)
Net loss for the year ended
December 31, 1998 - - - (2,479)
Balance, December 31, 1998 2,620,326 $ 2,620 $ 150,692 $(174,424)
Net loss for the year ended
December 31, 1999 - - - (6,307)
Balance, December 31, 1999 2,620,326 $ 2,620 $ 150,692 $(180,731)
Net loss for the year
ended December 31, 2000 - - - (9,011)
Balance,
December 31, 2000 2,620,326 $ 2,620 $ 150,692 $(189,742)
Net loss for the year
ended December 31, 2001 - - - (19,461)
Balance, December 31, 2001 2,620,326 $ 2,620 $ 150,692 $(209,203)
The accompanying notes are an integral part of these financial statements.
8
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
2001 2000 2001
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (19,461) $ (9,011) $ (209,203)
Adjustments to reconcile net
(loss) to net cash used by
operating activities:
Common stock issued for services - - 2,538
Changes in operating assets and
liabilities:
Accounts payable 19,451 8,963 55,892
Net Cash (Used) by Operating
Activities (10) (48) (150,763)
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 150,773
Net Cash Provided by Financing
Activities - - 150,773
NET INCREASE (DECREASE) IN CASH (10) (48) -
CASH AT BEGINNING OF PERIOD 10 58 -
CASH AT END OF PERIOD $ - $ 10 $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
SCHEDULE OF NON CASH FINANCING
ACTIVITIES
Stock issued for services $ - $ - $ 2,538
The accompanying notes are an integral part of these financial statement.
9
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000
NOTE 1 - ORGANIZATION
The financial statements presented are those of New Environmental
Technologies Corporation (the Company). The Company was incorporated as
All Things, Inc. under the laws of the State of Nevada on January 7,
1982. On March 21, 1985, the Company changed its name to New
Environmental Technologies Corporation. The Company was organized for
the purpose of engaging in any activity or business not in conflict with
the laws of the State of Nevada or of the United States of America, and
without limiting the generality of the foregoing, specifically:
a. To have and to exercise all the powers now or hereafter conferred by
the laws of the State of Nevada upon corporations organized pursuant to
the laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto.
b. To discount and negotiate promissory notes, drafts, bills of
exchange and other evidence of debts, and to collect for others money
due them on notes, checks, drafts, bills of exchange, commercial paper
and other evidence of indebtedness.
c. To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, or otherwise dispose of, to
guaranty, to invest, trade and deal in and with personal property of
every class and description.
d. To enter into any kind of contract agreement or profit sharing plan
with its officers or employees that the Company may deem advantageous or
expedient or otherwise to reward or pay such persons for their services
as the directors may deem fit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has elected a December 31 year end.
b. Basic Loss Per Share
Loss per share has been calculated based on the weighted average number
of shares of common stock outstanding during the period.
For the Years Ended
December 31,
2001 2000
Loss per share:
Numerator - net loss (19,461) (9,011)
Denominator - weighted average
number of shares outstanding 2,620,326 2,620,326
Loss per share $ (0.01) $ (0.00)
10
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Provision for Taxes
At December 31, 2001, the Company has net operating loss
carryforwards of approximately $97,000 that may be offset against
future taxable income through 2020. No tax benefit has been reported
in the financial statements, because the Company is uncertain if the
net operating loss tax benefit will expire unused. Accordingly, the
potential tax benefits are offset by a valuation account of the same
amount.
The income tax benefit differs from the amount computed at federal
statutory rates of approximately 38% as follows:
For the Years Ended
December 31,
2001 2000
Income tax benefit at statutory rate $ 7,426 $ 3,424
Change in valuation allowance (7,426) (3,424)
$ - $ -
Deferred tax assets (liabilities) are comprised of the following:
For the Years Ended
December 31,
2001 2000
Income tax benefit at statutory rate $ 37,426 $ 30,000
Change in valuation allowance (37,426) (30,000)
$ - $ -
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carryforwards for Federal income tax
reporting purposes are subject to annual limitations. Should a
change in ownership occur, net operating loss carryforwards may be
limited as to use in future years.
d. Related Party Transactions
A related party has loaned the Company $18,992 for operating working
capital. This amount bears interest at 8%, is secure and due upon
demand.
11
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets 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.
f. Change in Accounting Principles
During the years ended December 31, 2001, and 2000, the Company
adopted the provisions of FASB Statement No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities (a
replacement of FASB Statement No. 125)," FASB Statement No. 141, "Business
Combinations," FASB Statement No. 142, "Goodwill and Other Intangible
Assets," FASB Statement No. 143, "Accounting for Asset Retirement
Obligations," FASB Statement No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," and FIN 44 "Accounting for Certain
Transactions Involving Stock Compensation (an interpretation of APB
Opinion No. 25.)." The effect of these adopted provisions on the
Company's financial statements was no significant.
NOTE 3 - STOCK SPLITS
On August 10, 1984, the Company authorized a 1-for-10 stock split of
common stock.
On July 16, 1984, the Company authorized a 1-for-10 stock split of
legend stock.
On September 21, 1984, the Company authorized a 1-for-60 stock split
of legend stock.
On January 11, 1985, the Company authorized a 1-for-60 stock split of
legend stock.
On January 22, 1985, the Company authorized a 60-for-1 stock split of
legend stock.
On August 27, 1985, the Company authorized a 1-for-250 stock split of
all stock.
The financial statements reflect these stock splits on a retroactive
basis.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of operating revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses.
12
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
No independent accountant of the Company has resigned, declined
to stand for re-election or was dismissed during the Company's two most
recent fiscal years or any interim period. Due to the Company's lack of
significant business operations since approximately 1989, present management
deemed it to be in the best interests of the Company to appoint a new
independent accountant to audit its financial statements. Accordingly, the
Board of Directors unanimously resolved to retain the services of HJ &
Associates, LLC, Certified Public Accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names and the nature of all
positions and offices held by all directors and executive officers of the
Company for the calendar years ending December 31, 2001 and 2000, and to the
date hereof, and the period or periods during which each such director or
executive officer served in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation Resignation
---- ---- ----------- -----------
Corie Merrell Director 1/95 *
Secretary/ 1/95 *
Treasurer
David C. Merrell President 8/94 *
Director
Secretary/ 8/94 1/95
Treasurer
John H. Albright Director 1/82 8/94
President 1/82 8/94
Generoso Panaro Director 1/82 8/94
Secretary/ 1/82 8/94
Treasurer 1/82 8/94
* These persons presently serve in the capacities
indicated opposite their respective names.
Term of Office.
---------------
The term of office of the current directors shall continue until the
annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in May of each year. The annual meeting of the Board
of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience.
--------------------
David C. Merrell, Director and President. Since 1989, he has been the
owner of DCM Finance, a Salt Lake City based finance company which makes and
brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Corie Merrell, Director and Secretary/Treasurer. Since 1989, she has
been part owner of DCM Finance and is currently a part time student at
Westminster College majoring in Psychology.
Family Relationships.
---------------------
David C. Merrell and Corie Merrell are husband and wife.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated
to become a director, executive officer, promoter or control person of the
Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the
subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting, the following
activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person,
director or employee of any investment company,
bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state
securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any
federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under
this Item, or to be associated with persons engaged in any
such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to
have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently
reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
No securities of the Company are registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, and the Company files reports under
Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required
to make filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
--------------------------------
Cash Compensation.
------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or other all
principal periods Annual restricted option/ LTIP other
position Ended $ $ Compen- Stock SAR's PayoutsCompen-
Salary Bonus sation awards$ # $ sation$
----------------------------------------------------------------------------
Corie Merrell 12/31/01 0 0 0 0 0 0 0
Sec/Tres 12/31/00 0 0 0 0 0 0 0
Director 12/31/99 0 0 0 0 0 0 0
David C. 12/31/01 0 0 0 0 0 0 0
Merrell 12/31/00 0 0 0 0 0 0 0
President 12/31/99 0 0 0 0 0 0 0
Director
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ending December 31, 2001, 2000 and 1999, or the period ending
on the date of this report. Further, no member of the Company's management
has been granted any option or stock appreciation right; accordingly, no
tables relating to such items have been included within this Item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year
or the previous two calendar years for any service provided as director.
See the Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in the
Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock as of December 31,
2001 and 2000, and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/00 12/31/01 and Currently
---------------- -------- ----------------------
Chiricahua Company* 2,002,895 76.4% 2,002,895 76.4%
9005 Cobble Lane
Sandy, Utah 84093
TOTALS 2,002,895 76.4% 2,002,895 76.4%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 2000 and 2001, and to
the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/00 12/31/01 and currently
---------------- -------- ----------------------
David C. Merrell* 2,002,895 76.4% 2,002,895 76.4%
9005 Cobble Lane
Sandy, Utah 84093
Corie Merrell 120,000 4.6% 120,000 4.6%
9005 Cobble Lane
Sandy, Utah 84093
TOTALS 2,122,895 81% 2,122,895 81%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Changes in Control.
-------------------
To the knowledge of management, there are no present arrangements or
pledges of the Company's securities which may result in a change in its
control.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
Except as indicated under the heading "Sales of Unregistered
Securities During the Past Five Years," of Item 1, Part 1, there were no
material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions,
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to the Company to own of record or beneficially more than five
percent of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had an interest.
Certain Business Relationships.
-------------------------------
Except as indicated under the heading "Sales of Unregistered
Securities During the Past Five Years," of Item 1, Part 1, there were no
material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions,
or series of similar transactions, to which it or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and
in which any director, executive officer or any security holder who is known
to the Company to own of record or beneficially more than five percent of
any class of its common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
Indebtedness of Management.
---------------------------
Except as indicated under the heading "Sales of Unregistered
Securities During the Past Five Years," of Item 1, Part 1, there were no
material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions,
or series of similar transactions, to which it or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and
in which any director, executive officer or any security holder who is known
to the Company to own of record or beneficially more than five percent of
any class of its common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
Transactions with Promoters.
----------------------------
Except as indicated under the heading "Sales of Unregistered
Securities During the Past Five Years," of Item 1, Part 1, there were no
material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions,
or series of similar transactions, to which it or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and
in which any promoter or founder or any member of the immediate family of
any of the foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
None.
Exhibit
Exhibits* Number
Number ------
------
(i)
None.
(ii) Where Incorporated
In This Report
Number --------------
------
Registration Statement on Form S-18* Part I
* A summary of any Exhibit is modified in its entirety by
reference to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
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.
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
Date: 2/26/02 By/s/David C. Merrell
David C. Merrell, President and
Director
Date: 2/26/02 By/s/Corie Merrell
Corie Merrell, Secretary/Treasurer and
Director
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated:
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
Date: 2/26/02 By/s/David C. Merrell
David C. Merrell, President and
Director
Date: 2/26/02 By/s/Corie Merrell
Corie Merrell, Secretary/Treasurer and
Director