Total number of pages: 24
Index to Exhibits: page 21
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended April 30, 1999. Commission File Number
0-15089.
PATHFINDER DATA GROUP INC. (formerly RAINBOW EQUITIES,LTD.)
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0906205
----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Commerce Park North, Bedford, New Hampshire, 03110
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 628-2888
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each Class which registered
------------------- ------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
----------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 ____. No _X___.
The number of shares of the Common Stock of the Registrant outstanding
on June 30, 1999 was 2,176,192. The aggregate market value of voting
stock of the Registrant held by non-affiliates of the Registrant as of
June 30, 1999 was approximately $9,000.
DOCUMENTS INCORPORATED BY REFERENCE
See Exhibit Description Index on Page 20 .
PART I
ITEM 1. Business
General
The Registrant was incorporated under the laws of the State of Colorado
on March 11,1983 under the name Sterling Properties,Ltd. to engage in,
the business of investing and dealing in all types of real property. On
June 6, 1983 the Registrant changed its name to Rainbow Equities,Ltd.,
and again on October 31, 1986 , the Registrant changed its name to its
present one, Pathfinder Data Group Inc.
Prior to its acquisition of Pathfinder Database, Inc. described below,
the Registrant's activities were limited (i) to the purchase of a
commercial building in Aurora, Colorado in January, 1984, which it
subsequently sold on November 1, 1985 for $600,000 in cash and (ii) the
acquisition for $1,000,000 on January 21, 1985 of 3,600,000 shares of
Dallas Investments,Inc., a Utah corporation which operated a country
club resort and interval ownership development located near Dallas,
Texas, which shares were sold back to Dallas Investments,Inc. on July
15, 1986 for nominal consideration.
On May 7, 1986, the Danzar Investment Group, Inc. ("Danzar"), 12740
Hillcrest Road, Suite 209, Dallas, Texas 75230, executed an agreement
to sell 51,749,271 shares of the Registrant to Allan S.Wolfe (President
of the Registrant) in exchange for $30,000.00. On May 19, 1986, the
closing took place.In conjunction with the transaction described above,
the Registrant executed on May 7, 1986, a Stock Purchase Agreement
with Allan S. Wolfe, Sidney Hoffman and Martin Littleton whereby the
Registrant was to issue an additional 950,000 shares of its Common
Stock in exchange for all of the issued and outstanding Common Stock of
Pathfinder Database, Inc. ("Pathfinder"), a privately-held Delaware
corporation with its former offices at 27 Zachary Road, Manchester,
New Hampshire 03103. Prior to May 7, 1986, the Registrant had disposed
of its principal asset and as of April 30, 1986 ( end of fiscal year)
the Registrant showed assets of $5,770 and liabilities of $1,417. The
Registrant was inactive and essentially a "public shell" at the time of
Allan S. Wolfe's stock purchase.
At the Annual Meeting of the Registrant's Shareholders held on October
29, 1986, the Shareholders approved a reverse stock split of 1 share
for each 100 shares then issued and outstanding in order to accommodate
the Registrant's issuance of 950,000 shares of its Common Stock to
Wolfe, Hoffman and Littleton for all of the shares of Pathfinder as
described above. The Registrant's shareholders then approved the
purchase of all of the shares of Pathfinder in exchange for the
Registrant's shares.
2
On December 1, 1986, Wolfe purchased from Littleton 40,000 shares of
the Registrant's common stock at $.75 per share. The purchase took the
form of a note cancellation by Wolfe. In addition, on December 22,1986,
the Registrant purchased the balance of the shares owned by Littleton
(163,045) at an average price of $.037 per share. On September 21,1987,
a then Board Member ( Daniel Wettreich) exercised options purchasing
90,000 shares of common stock at $.10 per share, all pursuant to the
Registrant's Stock Option Plan. The balance of Wettreich's options for
an additional 10,000 shares expired without his exercise thereof.
In December, 1988, the Registrant transferred to its wholly owned,newly
formed Delaware corporation, Database Technologies Inc. ("DTI"), its
database which forms the basis of this new corporation. DTI is and will
be providing data to insurance companies for claims handling and
ultimately for its product replacement.
Subsequent to the aforementioned transfer, the Registrant sought SEC
approval by No-Action Letter permitting the Registrant to spin-off by
way of a stock distribution the stock it held in DTI. After obtaining
from the SEC a No-Action Letter dated January 25, 1989, DTI filed Form
10 and Amendments with the SEC effective May 26, 1989. Thereafter, the
Registrant distributed DTI shares to its shareholders on a one for one
basis to stockholders of record on June 9, 1989. Stock certificates of
DTI were mailed to the Registrant's shareholders on July 7, 1989.
The Registrant, through its wholly-owned subsidiary Pathfinder Database
Inc. ("Pathfinder"), was engaged in the business of the replacement of
products as a result of insurance losses. Pathfinder provided these
services to property and casualty insurance companies. The product
replacement service allows insurance companies to replace merchandise
lost through either fire, natural disaster, or theft with new products.
Through agreements with major manufacturers, Pathfinder had products
shipped directly to the insured in settlement of claims made.
Experiencing significant cash problems, on June 30, 1989 Pathfinder
filed in the United States Bankruptcy Court, District of New Hampshire,
(Docket No. BK-89-606), a voluntary Petition seeking reorganization
under Chapter 11 of the Bankruptcy Code. Pathfinder, as a result of its
inability to devise a successful Plan of Reorganization, was converted
to a Chapter 7 liquidating proceeding by the Bankruptcy Court, December
13, 1989. As a consequence thereof, the Registrant was without an
operating business.The case was closed as a "no-asset" case on February
4, 1994, as per the Trustee's request.
3
During the period Pathfinder did business as a Debtor-in-Possession it
sold, pursuant to a Court Order, its Atlanta, Georgia operation for
$30,000, $5,000 cash and a note of $25,000. All of these properties are
in the hands of the Liquidating Trustee appointed by the Bankruptcy
Court.
In addition, the Registrant sold the premises in which it had maintained
its offices on Zachary Road in Manchester, New Hampshire to Stephen C.
Buckawicki on November 8, 1969 for $160,000. After payment of the
various liens, including a first mortgage, the Registrant netted
$15,619.85. On November 29,1989 the Registrant sold to James A Hanover,
Sr. its stock interest in Allan James Inc. for $60,000, $5,000 in cash
and the balance by a note of $55,000.
As a result of the appointment of a Liquidating Trustee for Pathfinder
and the sale by the Registrant of the real property on Zachary Road and
its stock interest in Allan James Inc., the registrant was essentially
without assets.
Customers
Inasmuch as approximately 75 % of the Registrant's revenues had been
derived from sales by Pathfinder to one customer, Allstate Insurance
Company ("Allstate"), termination of its business with the Registrant
effectively precluded Pathfinder from remaining a viable business,which
in turn deprived the Registrant of its only operating entity.Presently,
as the Registrant does not have any operating units, it is without
customers.
Competition
The Registrant faced competition from other companies providing similar
services, some of which were larger and have substantially greater
financial resources, business experience, technical resources and
marketing organizations.
Government Regulation
Compliance with federal, state and local provisions which have been
enacted or adopted to regulate the discharge of materials into the
environment or otherwise relating to the protection of the environment,
has not had in the past, and the Registrant believes, will not have in
the future, a material effect upon the capital expenditures, earnings
or competitive position of the Registrant.
4
Employees
Presently, the Registrant does not have any employees.
The Registrant has never had a work stoppage and regards its employee
relations as satisfactory.The Registrant's employees are not covered by
collective bargaining agreements.
ITEM 2. Properties
The Registrant occupies one (1) premise,as a tenant of space which is
located at 20 Commerce Park North, Bedford, New Hampshire 03110,
and consists of a small part of the approximately 500 square feet of
office space leased by Dataware Technologies,LLC.
ITEM 3. Legal Proceedings
The Registrant is not involved in any material legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
5
PART II
ITEM 5. Market for the Registrant's Common Stock and Related
Securities Holder Matters
(a) The Registrant's Common Stock is traded over-the-counter. The
following sets forth the range of the closing bid prices for the
Registrant's Common Stock for the period July 31, 1986 through December
31,1989. These prices represent dealer quotations, and do not represent
actual transactions, and do not include retail mark-ups or mark-downs
or commissions. The prices were determined from information obtained
from the National Quotation Bureau Incorporated.
Month Low Bid High Bid
----- -------- -------
July 31, 1986 $0.50* $1.50*
October 31, 1986 0.50* 1.00*
January 31, 1987 1.00 1.50
April 30, 1987 0.75 1.25
July 31,1987 0.75 1.00
October 31, 1987 0.50 0.75
January 31, 1988 0.375 0.625
April 30,1988 0.375 0.625
July 31, 1988 0.375 0.375
October 31, 1988 0.50 0.50
January 31, 1989 0.50 0.50
April 30, 1989 1.00 1.00
July 31, 1989 .05 .05
October 31, 1989 .05 .05
Commencing with January 1, 1990, the bid has never varied from $0.01.
At the present time there is no quoted market for the shares.
____________________________________________________________________
*Adjusted to reflect the reverse stock split of 1 for 100 which
occurred in November, 1986.
The approximate number of holders of record of the Common Stock of
the Registrant as of December 31, 1998 was 786.
No cash dividends have ever been declared by the Registrant. While the
payment of cash dividends rests within the discretion of the Board of
Directors, the Registrant proposes to retain earnings, if any, in the
foreseeable future for use in the development of its business. It is
not anticipated that cash dividends will be paid in the foreseeable
future. The payment of dividends is contingent upon future earnings,
if any, the Registrant's financial condition and capital requirements,
general business conditions and other factors.
6
ITEM 6. SELECTED FINANCIAL DATA
The Financial Data for the year ending April 30, 1999 is the same
as the years ending , April 30, 1998, April 30, 1997, April 30, 1996
and April 30, 1995 , all of which are on file with the commission.
7
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Registrant's principal business was providing services
to property and casualty insurance companies. As previously
discussed,the Registrant does not conduct any business presently.
Sales & Revenues
The Registrant has not generated any sales or revenues since
it's wholly owned subsidiary, Pathfinder Database, Inc. which had
filed a Chapter 11 petition converted to a Chapter 7 filing in
December 1989. This was the Registrant's sole source of sales and
revenues.
Operating Costs and Expenses
The Registrant does not incurred any operating costs or any
expenses because it has effectively ceased operations. Any small
expenses incurred through filings etc. are paid by the majority
shareholder, Chairman and President of the Registrant.
Liquidity and Capital Resources
The Registrant's effort, to raise a sufficient amount of
capital for its wholly owned subsidiary, Pathfinder Database Inc.
to continue its operations was unsuccessful. Therefore Pathfinder
Database,Inc. was forced seek protection under Chapter 11 of the
Bankruptcy Code,on June 30, 1989.All sources of capital responded
negatively to the Registrant's proposals.
Unable to develop a Plan or Reorganization, the subsidiary
Pathfinder Database, Inc. was converted to a Chapter 7 by the
Bankruptcy Court and closed as a "no asset" case.
Thus at the present time the Registrant does not have any
liquidity or capital resources available.
8
ITEM 8. Financial Statements and Supplementary Data
See the following pages. The Table of Contents to Financial Statements
and Supplementary Data is found at Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL STATEMENTS
The Registrant file a Form 8K on July 19,1999 notifying
of a change of its Certifying Accountant firm to Ferrari &
Associates,PC.
There were no disagreements with any of the Registrant's
accountants on any matter of accounting principals or practices,
financial statement disclosure, or auditing scope of procedure,
in connection with the audits of said fiscal year or any such
engagement, which disagreements if not resolved to then
satisfaction of such accountants would have caused such
accountants to make reference in connection with their report
to the subject matter of the disagreement.
9
FERRARI & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Pathfinder Data Group,Inc.
We have audited the accompanying balance sheet of Pathfinder
Data Group,Inc. as of April 30, 1999, and the related statements
of operations and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial
statements of Pathfinder Data Group,Inc. as of April 30, 1998
and for the two years then ended have been audited by other
auditors. That report, dated November 30, 1998 expressed an
unqualified opinion on those statements, with an explanatory
paragraph regarding the uncertainty of the entity's ability
to continue as a going concern.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require tha 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 priciples used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material aspects, the financial position
of Pathfinder Data Group, Inc. as of April 30, 1999, and the
results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.As discussed
in the footnote, the Company has no assets, liabilities or
operating business. Because of these factors, there is substantial
doubt about its ability to continue as a going concern. Management's
plan in regard to these matters are discussed in the footnote. The
financial statements do not include any adjustments that might
result from the outcome of this incertainty.
FERRARI & ASSOCIATES, P.C.
Litchfield,New Hampshire
July 19, 1999
10
BERRY,DUNN.McNEIL & PARKER
CERTIFIED PUBLIC ACCOUNTANTS
MANAGEMENT CONSULTANTS
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Pathfinder Data Group, Inc.
We have audited the accompanying balance sheets of Pathfinder Data Group,Inc.
as of April 30, 1998 and 1997, and the related statements of operations and
cash flows for the years ended April 30,1998, 1997 and 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects,the financial position of Pathfinder Data Group, Inc. as
of April 30, 1998 and 1997, and the results of their operations and their cash
flows for the years ended April30, 1998, 1997 and in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the footnote, the
Company has no assets, liabilities or operating business. Because of these
factors, there is substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are discussed in the
footnote. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Berry,Dunn,McNeil & Parker
Manchester, New Hampshire
November 30, 1998
11
PATHFINDER DATA GROUP, INC.
Balance Sheets
April 30, 1999 and 1998
ASSETS
1999 1998
Total assets $ - $ -
LIABILITIES AND SHAREHOLDERS' DEFICIT
1999 1998
Total liabilities $ - $ -
Shareholders' deficit
10% Series A cumulative convertible preferred stock,
par value $.001; authorized 100,000 shares; stated
value $10; issued and outstanding 7,600 shares 76,000 76,000
Common stock - $.001 par value; authorized
125,000,000 shares; issued and outstanding
2,176,192 shares 2,176 2,176
Additional paid-in capital 167,414 167,414
Accumulated deficit (245,590) (245,590)
$ - $ -
The accompanying note is an integral part of these financial statements.
-1-
12
PATHFINDER DATA GROUP, INC.
Statements of Operations
For the Years Ended April 30, 1999,1998 and 1997
1999 1998 1997
Revenue $ - $ - $ -
Operating expenses
Loss from operations - - -
Nonoperating income
Net loss $ - $ - $ -
Loss per common share $.00 $ .00 $ .00
The accompanying note is an integral part of these financial statements.
-2-
13
PATHFINDER DATA GROUP, INC.
Statements of Cash Flows
For the Years Ended April 30, 1999,1998 and 1997
1999 1998 1997
Cash flows from operating activities
Net loss $ - $ - $ -
Net cash used in operating activities - - -
Net increase in cash - - -
Cash, beginning of year - - -
Cash, end of year $ .00 $ .00 $ .00-
The accompanying note is an integral part of these financial statements.
-3-
14
PATHFINDER DATA GROUP, INC.
Notes to Financial Statements
April 30, 1999,1998 and 1997
1. Organization
Pathfinder Data Group, Inc. (the Company) has no assets, liabilities,
or operating business. It has no plans to acquire assets or an
operating business. The Board of Directors is actively seeking a
buyer which can benefit from its publicly traded status. Given the
above, additional, customary footnote disclosures are not deemed as
being required to present the accompanying financial statements in
accordance with generally accepted accounting principles.
-4-
15
<PAGE.
PART III
ITEM 10. Directors and Executive Officers
Name Age Position
---- --- --------
Allan S. Wolfe (1) 67 Chairman of the Board,
President and Treasurer
Betty Wolfe 62 Secretary and a Director
Robert A. Boyd 64 Director
Directors are elected to serve one-year terms and until successors are
duly elected and qualified. Officers serve at the discretion of the
Board of Directors. A description of the directors follows:
(1) Mr. Wolfe is the only director and officer who will be actively
engaged on a daily basis in the Registrant's business.
ALLAN S. WOLFE, 67, is the President, Treasurer, Chairman of the Board
of Directors, and majority shareholder of the Registrant. He has
been Chief Executive Officer of Pathfinder from October, 1984 to present
and President, Treasurer, and Chairman of the Board of the Registrant
since May, 1986; from 1980 to 1984 he was Vice President of Audio of New
England, Inc. , a corporation engaged in the same business as Pathfinder,
as well as the retailing of hi-fi equipment to the public. He also serves
since November , 1988 as President, Treasurer, and Chairman of the Board
of Database Technologies,Inc. He was elected a Director of Camelot Corp.
in May 1993 a public corporation headquartered in Dallas, Texas.
BETTY WOLFE, 62, was formerly employed by Pathfinder Database, Inc. and
Pathfinder Data Group Inc. since 1984. She is the wife of Allan S. Wolfe,
President of the Registrant. Her capacity with Pathfinder Database, Inc.
and Pathfinder Data Group Inc. was that of secretary and bookkeeper. Her
functions were administrative. She also serves on the Board of Directors
of Database Technologies,Inc.
ROBERT A. BOYD, 64, is Product Manager of Interealty Corporation. Prior
this position he was Vice President of Product Planning for Realtron
Corporation. Prior to this position he was President of the Reeves Group
Inc., a wholly owned subsidiary of Realtron Corporation which was
engaged in new business development. Prior to that position Executive
Vice President of Realtron Corporation, computer online and publishing
services vendor to the real estate industry. Immediately prior to his
employment with Realtron Corporation, he was a partner of The Roberts
Company, computer systems consultants to Real Estate Boards, Multiple
Listings Services and Multiple Listings Services vendor.
At the Annual Meeting of the Registrant's Stockholders held October 28,
1988, the Stockholders approved an amendment to the Articles of
Incorporation which to the fullest extent permitted by the Colorado
Corporation Code eliminates the liability of the directors of the
Registrant to the Registrant or its stockholders for monetary damages
for breaches of their fiduciary duties as directors.
16
ITEM 11. Executive Compensation
There is no executive compensation.
Each of the directors serves until the next annual meeting of stockholders.
Each executive officer serves at the pleasure of the Board of Directors.
On June 1, 1986, the Registrant granted to each of Allan S. Wolfe, Sidney
Hoffman, Martin Littleton (then a Director and Vice President of the
Registrant) stock options to purchase 100,000 shares of the Common Stock
of the Registrant at an exercise price of $.10 per share for a term of ten
years pursuant to the Registrant's Non-Qualified Stock Option Plan which
was approved by the stockholders of the Registrant at its annual meeting on
October 29, 1986 (the "Plan"). The options granted to Mr. Littleton have
since lapsed.
An aggregate of 400,000 shares of the Registrant's Common Stock had been
reserved for issuance under the Plan. The Plan, which is administered by
the Board of Directors, permits options to be granted (i) only to officers,
directors and employees of the Registrant and its subsidiaries and (ii) at
prices not less than the fair market value on the grant. Options granted
under the Plan must be exercisable no later than ten years after the date
of grant and are non-transferable by the optionee, except in the event of
death.
The following said options have been exercised. On September 21, 1987,
Wettreich exercised his options purchasing 90,000 shares at $.10 per share.
He did not exercise his remaining options for 10,000 shares which have
since expired.The stock options originally granted Littleton,a former Board
member,have since expired. At the October 28, 1987 Board Meeting,additional
stock options were granted to Robert A. Boyd and E. Joseph Simmon, Jr. of
50,000 shares each at the market price as of October 27, 1987, which was
$.50 per share. Mr. Simmons resigned on July 29, 1988 and his options
expired.
On December 30, 1988, Mr. Wolfe exercised his options, purchasing 100,000
shares at $.10 per share. On May 8, 1989 Mr. Hoffman, a former director,who
resigned June 29, 1989, exercised his options, purchasing 100,000 shares
at $.10 per share. On April 26, 1989, Mr. Boyd exercised his options on
10,000 shares at $.50.All remaining options have expired or were cancelled.
The Registrant currently maintains no employee benefit plans other than the
Plan but may in the future adopt pension, profit-sharing and other employee
benefit plans.
17
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The following table sets forth information, after distribution, with
respect to each person known to the management of the Registrant who
will be the beneficial owner of more than five percent of the Common
Stock of the Registrant. To the knowledge of the Registrant, each such
stockholder will have sole voting power and sole investment power over
the securities.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership Of Class
------------------- ----------------------- --------
Allan S. Wolfe 1,283,658 (1) 56.27%
38 Mulberry Lane
Bedford, NH 03110
Sidney Hoffman 178,789 (2) 7.83%
151 Tremont Street
Boston MA 02111
Zara E. Wettreich and 109,881 (3) 4.81%
Hermina Inc.
TR/O Wettreich Heritage Trust
w/Agrmt dtd 4/28/86
12740 Hillcrest Road
Dallas, TX 75230
Robert A. Boyd 59,030 (4) 2.58%
4101 N.E. 24th Ave.
Lighthouse Point
Florida 33064
---------------------------
(1) Includes 1,000 shares in the name of Betty Wolfe, a director of
Registrant and wife of Allan S. Wolfe. On August 1, 1989 Allan S.
Wolfe sold 20,000 shares.
(2) Sidney Hoffman sold 18,000 shares between May 1, 1989 and June 7,
1989.
(3) Daniel Wettreich,a former President and Director of the Registrant,
is the husband of Zara E. Wettreich.
(4) Includes presently exercisable options held by Mr. Boyd to purchase
40,000 shares of Common Stock.
18
Security Ownership of Management
--------------------------------
The following table sets forth, after distribution, the number of
shares of Common Stock, $.001 par value per share, of the Registrant
beneficially owned by each director and all directors and officers of
the Registrant as a group. Except as otherwise noted, the named
individual will have sole voting power and sole investment power over
the securities.
Name of Amount and Nature Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Allan S. Wolfe 1,282,658 56.27% (1)
Betty Wolfe 1,000
Robert A. Boyd 59,030 2.58% (2)
All directors and officers 1,342,688 58.85%
as a group (3 persons)
----------------------------
(1) The combined percentage interest of Allan S. Wolfe and Betty Wolfe.
(2) Includes presently exercisable options held by Mr. Boyd to purchase
40,000 shares of Common Stock.
There are no arrangements known to the Registrant,the operation of which
at a subsequent date may result in a change of control to the Registrant.
ITEM 13. Certain Relationships and Related Transactions
On May 7, 1986, Danzar Investment Group, Inc., which was the then
controlling stockholder of the Registrant, executed an agreement with
Allan S. Wolfe, pursuant to which Danzar sold to Mr. Wolfe on May 9,
1986, 51,749,271 shares of the Registrant, which on the date of the
transaction constituted approximately 51% of the then issued and
outstanding shares of Common Stock of the Registrant at a purchase
price of $30,000. As a consequence of such transaction, Allan S. Wolfe
became a controlling person of the Registrant.
19
In a related transaction, on May 7, 1986, the Registrant and Allan S.
Wolfe, Martin Littleton and Sidney Hoffman ( collectively, the "Wolfe
Group") entered into a Stock Purchase Agreement, pursuant to which the
Registrant agreed to purchase all of the issued and outstanding shares
of capital stock of Pathfinder Database,Inc. a Delaware Corporation, in
consideration of the issuance to the Wolfe Group of an aggregate of
950,000 shares of the Common Stock ( post reverse split shares ) of the
Registrant, subject to the approval of the proposed sale by the then
stockholders of the Registrant.
On October 1986, following the approval by the stockholders of the
Registrant of a 1 for 100 reverse split of the Registrant's Common
Stock and the aforesaid issuance of 950,000 post-split shares of Common
Stock to the Wolfe Group, the Registrant issued to Messrs. Wolfe,
Littleton and Hoffman, 650,166, 203,045 and 96,789 shares of Common
Stock respectively, in exchange for all of the issued and outstanding
shares of capital stock of Pathfinder.
On December 1, 1986, Allan S. Wolfe purchased from Martin Littleton,
40,000 shares of the Registrant's Common Stock. On December 22, 1986,
the Registrant repurchased from Mr. Littleton, who resigned as a
director of the Registrant, the remaining 163,045 shares of Common
Stock of the Registrant then owned by Mr. Littleton for an aggregate
purchase price of $6000.
On September 21, 1987, Daniel Wettreich, a Board member, exercised
options purchasing 90,000 shares of common stock at $.10 per share, but
failed to exercise the remaining options to purchase an additional
10,000 shares which have since expired. At the October 28, 1987 Board
Meeting additional stock options were granted to Robert A. Boyd and E.
Joseph Simmons, Jr. of 50,000 shares at 2/3 of the market price as of
October 27, 1987, which was $.50 per share. The options issued to E.
Joseph Simmons, Jr. have since lapsed.
On December 30, 1988 Allan S. Wolfe purchased 100,000 shares of common
stock at $.10 per share exercising his options. On April 26,1989 Robert
A. Boyd exercised his options on 10,000 shares at $.50 per share. He
has remaining options on 40,000 shares at $.50 per share. On May 8,1989
Sidney Hoffman, a former director, exercised his options purchasing
100,000 shares at $.10 per share.
The Registrant sold from its treasury 100,000 shares to Robert and
JoAnne Olender and 50,000 shares to Sheldon Maschler. The sales took
place February 17, 1989 and March 20, 1989, respectively. In addition,
Robert A. Boyd purchased from the treasury an additional 3,045 shares
on April 3, 1989.
A former director of the Registrant, Sidney Hoffman, sold 18,000 shares
of the Registrant's stock between May 1, 1989 and June 7, 1989, leaving
him with 179,789 shares. Allan S. Wolfe, the principal owner, officer
and director of the Registrant, sold 20,000 shares on August 1, 1989,
leaving him with 1,282,658.
20
Part IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
(a) The financial statements and schedules filed with this
report are as follows:
Pathfinder Data Group Inc.
1. Financial Statements Page
-------------------- ----
Report of Independent Certified
Public Accountant 10-11
Statement of Consolidated Balance Sheet for
the year ended April 30, 1999 12
Consolidated Statement of Operations for the
year ended April 30, 1999 13
Statement of Consolidated Cash Flow for
the year ended April 30, 1999 14
Notes to Consolidated Financial Statements
April 30, 1999 15
All other schedules have been omitted because they are inapplicable or
the required information is included elsewhere in the Financial
Statements or the notes thereto.
(b) Reports on Form 8-K
--------------------
There are no current reports on Form 8-K filed by the Registrant during
the quarter ended April 30,1999.
(c) Exhibits
--------
Reference is made to the Exhibit Index which begins on page 23 of this
report.
(d) Financial Statement Schedules
-----------------------------
Reference is made to the Index to Financial Statements and Schedules
included herein.
21
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.
PATHFINDER DATA GROUP INC.
s/Allan S. Wolfe
By: ______________________
Allan S. Wolfe,
President and Treasurer
Date: July 21, 1999
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 date indicated:
(i) Principal Executive Officer and Principal Financial Officer:
-----------------------------------------------------------
s/Allan S. Wolfe July 21, 1999
---------------------------- -----------------
Allan S. Wolfe - Chairman of the Board, (Date)
President, Chief Executive
Officer and Chief Financial Officer
(ii) A Majority of the Directors
---------------------------
s/Allan S. Wolfe July 21, 1999
---------------------------- -----------------
Allan S. Wolfe (Date)
s/Betty L. Wolfe July 21, 1999
---------------------------- -----------------
Betty Wolfe (Date)
s/Robert A. Boyd July 21, 1999
---------------------------- -----------------
Robert A. Boyd (Date)
22
INDEX TO EXHIBITS TO
ANNUAL REPORT ON FORM 10-K OF
PATHFINDER DATA GROUP, INC.
for the Fiscal Year Ended April 30, 1998
EXHIBIT PAGE
NUMBER EXHIBIT DESCRIPTION NUMBER
------- ------------------- ------
3 (a) Certificate if Incorporation *
of the Registrant
3 (b) By-Laws of the Registrant *
10(a) Stock Option Plan of the * *
Registrant
10(b) Lease dated as of March 7, 1986 * *
between Equitec Real Estate
Investors Fund XIII and
Pathfinder Database,Inc.
10(c) Lease dated August 9, 1986 * *
between Pacific Farms #1 and
Pathfinder Replacement Services
of California
10(d) Agreement between Pathfinder * *
Database Inc. and Allstate Insurance
Company dated August 5, 1985
10(e) Sales Agreement dated July 30, 1985 * *
between Steve Buckawicki/Lainco Inc.
and Allan S. Wolfe and Betty L.Wolfe:
assignment dated June 15, 1986 from
Allan S. Wolfe and Betty L. Wolfe to
Pathfinder Database,Inc.
10(f) Lease dated September 12, 1987 * * *
between William W. Ballreich and
Pathfinder Replacement Services of
California
10(g) Closing Statement of Sale by Registrant * * * *
to Steve Buckawicki
10(h) Agreement of Sale between Pathfinder * * * *
Database, Inc. and Great Lakes
Collections, Inc.
23
10(i) Agreement of Sale between Registrant * * * *
and Hanover
10(j) General Release Issued by Sullivan * * * * *
Bille & Company to Registrant
22(a) List of subsidiaries
------------------
* Filed with the Registrant's Registration Statement on April 22,
1983, File No. 2-83281, and incorporated herewith by reference.
* * Filed with the Registrant's Form 10-K for the Ten Months
ended April 30, 1987, and incorporated herewith by reference.
* * * Filed with the Registrant's Form 10-K for the year
ended April 30, 1988, and incorporated herewith by reference.
* * * * Filed with the Registrant's Form 10-K for the year
ended April 30, 1989, and incorporated herewith by reference.
* * * * * Filed with the Registrant's Form 10-K for the year
ended April 30, 1990, and incorporated herewith by reference.
24