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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report July 3, 2001
Commission File Number: 0-17597
ELITE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Texas 76-0252296
(State or other Jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5050 Oakbrook Parkway
Suite 100
Norcross Georgia 30093
(Address of principal executive offices) (Zip Code)
770-559-4975
(Registrant's telephone number, including area code
INDEX
Item 1. Changes in Control of Registrant 1
Item 2. Acquisition of Assets 1
Item 3. Bankruptcy or Receivership 1
Item 4. Changes in Registrant's Certified Accountant 1
Item 5. Other Events 1
Item 6. Resignation of Registrant's Directors 1
Item 7. Financial Statements and Exhibits 1
Signature 2
Exhibit Index
Exhibit-Audited Financial Statements
ITEM 1. CHANGES IN CONTROL OF REGISTRANT-NONE.
ITEM 2. ACQUISTION OF ASSETS.
On February 15, 2001 Elite Technologies, Inc., (the "Registrant") entered into a
Stock Purchase Agreement ("Agreement") with Icon Computer Parts, Corp., a Puerto
Rico corporation, (Seller). This agreement was a stock for stock agreement. In
exchange for the transfer of all sellers' shares, the Buyer is to transfer, as
consideration, two million (2,000,000) shares of common stock of the Registrant.
The stock issued in this transaction shall be restricted as defined in Rule 144
of the Securities Act of 1934, as amended, and shall contain a restricted
legend. The shareholders of the seller, previous to the signing of this
agreement, were Javier Rivera and Ricardo Gomez. The number of shares issued,
pursuant to the Stock Purchase Agreement, was determined by the mutual consent
of both parties.
As a result of above said Stock Purchase Agreement, the Registrant currently
owns 100% of the outstanding ordinary shares of Icon Computer Parts, Corp. The
sellers business is a for-profit corporation and is engaged in the sale and
distribution of computer parts. The Registrant intends on utilizing the sellers
assets in a manner similar to that previous to the signing of the Agreement.
ITEM 3. BANKRUPTCY OR RECIEVERSHIP-NONE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIED ACCOUNTANT-PREVIOUSLY REPORTED.
ITEM 5. OTHER EVENTS-NONE.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS-NONE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
As of the date of this Report on Form 8-K, the Registrant has included audited
financial statements of Icon Computer Parts, Corp. as of February 28, 2001.See
attached Exhibit.
(b) Pro Forma Financial Information.
As of the date of filing this Report on Form 8-K, it is impracticable for the
Registrant to provide the pro forma financial information required by this Item
7(b).
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere
herein.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: July 3, 2001 ELITE TECHNOLOGIES, INC.
By: /s/ Scott Schuster
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Name: Scott Schuster
Title: Chief Executive Officer
ICON COMPUTER PARTS CORP.
(A wholly owned subsidiary of Elite Technologies, Inc.)
BALANCE SHEET
FEBRUARY 28, 2001
ASSETS
Current Assets:
Cash in Banks $ 1,121
Accounts receivable (net of allowance for doubtful
accounts of $53,654) 287,504
Inventory 309,165
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597,790
Property, Plant and Equipment:
Building 375,000
Office Furniture & Equipment 21,875
Motor Vehicle 10,000
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406,875
TOTAL ASSETS $ 1,004,665
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LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts and accrued expenses payable $ 124,405
Credit Lines 142,204
Current portion of long-term debt 2,833
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269,442
Long-Term Debt 146,892
Stockholders Equity:
Common stock, $1 par value, authorized 1,000 shares,
issued and outstanding 2 shares 2
Additional Paid in Capital 254,998
Retained Earnings 333,331
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588,331
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 1,004,665
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The independent auditor's report and the accompanying note are an integral part
of these financial statements.
ICON COMPUTER PARTS CORP.
(A wholly owned subsidiary of Elite Technologies, Inc.)
STATEMENT OF EARNINGS AND RETAINED EARNINGS
FOR THE PERIOD OF NINE MONTHS ENDED FEBRUARY 28, 2001
NET SALES $ 4,610,056
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Less: Cost of Sales 3,954,325
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GROSS PROFIT 655,731
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Sales, Office and Administrative Expenses 322,400
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Income from operations 333,331
Retained Earnings, Beginning of the period -0-
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RETAINED EARNINGS, END OF THE PERIOD $ 333,331
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The independent auditor's report and the accompanying note are an integral part
of these financial statements.
ICON COMPUTER PARTS CORP.
(A wholly owned subsidiary of Elite Technologies, Inc.)
CASH FLOWS STATEMENT
FOR THE PERIOD OF NINE MONTHS ENDED FEBRUARY 28, 2001
Cash flows from operating activities:
Net Income $ 333,331
Adjustments to reconcile net income
with net cash:
Changes in assets and liabilities:
Accounts Receivable ( 287,504)
Inventory ( 309,165)
Accounts and accrued expenses payable 124,405
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Net cash used by operations ( 138,933)
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Cash flows from investing activities:
Purchase of Building ( 40,000)
Purchase of Furniture & Equipment ( 21,875)
Purchase of Motor Vehicle ( 10,000)
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Net cash use by investing activities ( 71,875)
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Cash flows from financing activities:
Contributed Capital 80,000
Financing obtained (net) 131,929
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Net cash provided by financing activities 211,929
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Net increase in cash during the period 1,121
Cash at the beginning of the year -0-
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CASH AT THE END OF THE YEAR $ 1,121
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The independent auditor's report and the accompanying note are an integral part
of these financial statements.
ICON COMPUTER PARTS CORP.
(A wholly owned subsidiary of Elite Technologies, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2001
I- Organization
Icon Computer Parts Corp. is a for-profit corporation organized
under the corporate laws of the Commonwealth of Puerto Rico in December 28,
1998. It is engaged in the sale and distribution of computer parts.
On February 15, 2001, Icon Computer Parts Corp. was acquired
by Elite Technologies, Inc. in a stock-for-stock merger.
Building has been valued at its market value, excess of market value
over cost has been contributed to the Company and is reflected as an additional
paid in capital in the accompanying financial statements.
II- Summary of Accounting Policies
1- Accounting method: The Corporation uses the accrual basis of
accounting, that is, revenues are recognized when earned and
expenses when incurred.
2- Property and equipment: Fixed asset purchases, renewals and
betterments are capitalized at cost (except building as noted in
the preceding note); maintenance and repairs are charged to
expense. Fixed assets retired or otherwise disposed of are removed
from the accounts with the resulting gain or loss reflected in
income in the year of retirement. Depreciation expense is provided
using the straight-line method at rates based on the estimated
useful lives of the assets, ranging between five and seven years.
3- Inventory valuation: Inventories are valued at cost or market
(whichever is lower). At February 28, 2001 inventory consisted of
computer parts and accessories available for sale.
4- Use of estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
III- Credit Lines
Credit lines represents short-term loans with Banco Popular de PR and
Banco Santander of PR.
IV- Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentration of credit risk consist principally of cash, and trade accounts
receivables. The Company places its cash with a financial institution located in
Puerto Rico with insurance by the Federal Deposit Insurance Corporation (FDIC).
The Company monitors the credit quality of this financial institution and does
not anticipate their nonperformance.
A substantial majority of the Company's business activity is with
customers located throughout Puerto Rico and as such the Company is subject to
the risk of the Puerto Rico economy. The Company performs credit evaluations
before extending credit. Trade receivables generally do not require collateral
or other security.
ICON COMPUTER PARTS CORP.
(A wholly owned subsidiary of Elite Technologies, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2001
V- Long-Term Debt
Long-term debt represents a mortgage loan with Doral Financial
Corporation guaranteed by the building with monthly payments of $2,022 for
principal and interests at 8.95% plus insurance, property taxes and
miscellaneous charges (escrow). Principal amortization is detailed below:
2001 (thru May) $ 2,833
2001 - 2002 11,591
2002 - 2003 12,672
2003 - 2004 13,854
2004 and thereafter 108,775
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$ 149,725
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