item 14 principal accounting fees services fees paid independent registered public accounting firms following table presents fees professional audit services rendered b f borgers cpa pc independent auditors fiscal years ended january 31 2020 2019 audit fees consist amounts billed professional services rendered annual financial statements annual report forms 10k fiscal years ended january 31 2020 2019 respectively reviews interim financial statements included quarterly reports form 10q tax fees consists amounts billed professional services rendered tax return preparation tax planning tax advice fees consists amounts billed services audit fees audit committee result entire board directors performs duties audit committee board directors evaluates scope cost engagement auditor renders audit nonaudit services part iv item 15 item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1996 description page reports independent certified public accountants balance sheets may 31 1996 1995 statements loss periods ended may 31 1996 1995 1994 statements stockholders equity years ended may 31 1996 1995 1994 statements cash flows periods ended may 31 1996 1995 1994 notes financial statements bateman blomstrom co certified public accountants 9301 southwest freeway suite 100 houston texas 70741593 713 5529800 713 7714385 fax 713 7715553 report independent certified public accountants board directors stockholders condor west corporation greenwood village colorado audited accompanying balance sheet condor west corporation development stage enterprise may 31 1996 1995 related statements loss stockholders equity cash flows two years ended financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1996 1995 results operations cash flows two years ended conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 7 financial statements company exhausted substantially cash operations employees significant assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 7 financial statements include adjustments might result outcome uncertainty bateman blomstrom co houston texas december 5 1996 member international association practising accountants offices principal cities around world oneal white pc certified public accountants 17350 tomball parkway suite 300 houston texas 77064 713 8902554 independent auditors report firm oneal june 5 1994 white pc discontinued practice public accounting board directors shareholders longer provides audit condor west corporation accounting services houston texas document copy latest signed dated audit report issued oneal white audited accompanying balance sheet condor west corporation may 31 1994 1993 related statements operations shareholders equity cash flows three years ended may 31 1994 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1994 1993 results operations cash flows three years ended may 31 1994 conformity generally accepted accounting principles oneal white pc certified public accountants condor west corporation development stage enterprise balance sheets may 31 1996 1995 1996 1995 assets current assets cash 53 202905 total current assets 53 202905 office computer equipment net accumulated depreciation 140 836 assets 10 total assets 889 202915 liabilities current liabilities accrued interest 1397 accounts payable related party 15034 total current liabilities 16431 noncurrent liabilities notes payable related party 200000 total liabilities 216431 commitments contingencies stockholders equity deficit common stock par value 001 per share 35000000 shares authorized 14939468 13999468 shares issued outstanding 14940 14000 capital excess par value 356728 53200 deficit accumulated development stage 370779 80716 total stockholders equity deficit 889 13516 total liabilities stockholders equity 889 202915 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1996 1995 1994 cumulative october 8 may 31 years ended may 31 1996 1995 1994 revenues 191 expenses depreciation amortization 40326 140 salaries fees services 210696 191107 19589 general administrative 115840 96105 5280 total expenses 366862 287352 24869 income loss operations 366671 287352 24869 income expenses interest 4108 2711 1397 net loss 370779 290063 26266 net loss per common share 0020 0004 weighted average number shares outstanding 14841107 7572071 1249468 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises uses estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1995 1996 company derivative financial instruments condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighed average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange 499468 0677 33825 debt 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently 001 returned 7541680 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 subtotal 13999468 67200 transactions current year 63095 shares issued debt accrued interest 540000 563 304068 63095 shares issued services 200000 001 200 80895 shares issued services 200000 001 200 subtotal 940000 304468 cumulative total 14939468 371668 condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 investment included among assets accompanying balance sheet may 31 1996 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 notes payable related party company borrowed total 300000 director executed three promissory notes dated april 28 1995 may 30 1995 june 22 1995 amount 100000 notes originally due two years date bore interest 15 unsecured june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1996 company unused net operating loss carryovers may used offset future taxable income expire follows condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 total net operating loss carryover 370779 note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1996 follows year ended may 31 amount 1997 15363 1998 3625 may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 1342 1995 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 accounts payable related party officer company advanced funds paid expenses company aggregating 15035 may 31 1995 amounts repaid company year ended may 31 1996 note 7 uncertainty going concern may 31 1996 company exhausted substantially cash operations employees significant assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated 2697 sdr everett renger dr everett renger cochairman board dated 21497 scarl nation carl nation cochairman board dated 2797 swade althen wade althen president ceo directorr dated 21097 ssteven r paige steven r paige executive vice president coo director dated 21197 sdavid christman david christman treasurer cfo director dated 21197 sterrance rasmussen terrance rasmussen secretary director dated 21497 sjohn murdock john murdock iii director dated 21497 sfelix f banchs dr felix f banchs director dated 21497 sdennis l swenson dennis l swenson vice president human relations director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated 21797 sdr everett renger dr everett renger cochairman board item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1997 description report independent certified public accountants balance sheets may 31 1997 1996 statements loss periods ended may 31 1997 1996 1995 statements stockholders equity years ended may 31 1997 1996 1995 statements cash flows periods ended may 31 1995 1996 notes financial statements bateman co inc pc certified public accountants 5 briardale court houston texas 770272904 713 5529800 fax 713 5529700 report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1997 1996 related statements loss stockholders equity cash flows periods ended may 31 1997 1996 1995 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1997 1996 results operations cash flows periods ended may 31 1997 1996 1995 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 7 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 7 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas november 30 1998 condor west corporation development stage enterprise balance sheets may 31 1997 1996 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1997 1996 1995 cumulative october 8 years ended may 31 may 31 1997 1996 1995 revenues 191 expenses depreciation amortization 40326 140 salaries fees services 210696 191107 19589 general administrative 123470 7630 96105 5280 total expenses 374492 7630 287352 24869 income loss operations 374301 7630 287352 24869 income expenses interest 4108 2711 1397 net loss 378409 7630 290063 26266 net loss per common share 0001 0020 0004 weighted average number shares outstanding 14841107 7572071 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1997 1996 1995 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1997 1996 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighted average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 may 31 1997 1996 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 notes payable related party company borrowed total 300000 director executed three promissory notes dated april 28 1995 may 30 1995 june 22 1995 amount 100000 notes originally due two years date bore interest 15 unsecured june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1997 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 total net operating loss carryover 378409 current provision refundable federal income tax consists following 1997 1996 refundable federal income tax attributable current operations 1145 101500 less limitation due absence prior year taxable income 1145 101500 net refundable amount deferred federal income tax consists following 1997 1996 deferred tax asset attributable net operating loss carryover 132400 129700 less valuation allowance 132400 129700 net deferred tax asset note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1997 follows year ended may 31 amount 1998 3625 may 1995 company also entered lease office space month tomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 1342 1995 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 7 uncertainty going concern may 31 1997 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated january 19 1999 dr everett renger dr everett renger chairman board dated january 19 1999 carl nation carl nation president ceo director dated january 19 1999 steven r paige steven r paige executive vice president director dated january 19 1999 terrance rasmussen terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated january 19 1999 dr everett renger dr everett renger chairman board item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1998 description report independent certified public accountants balance sheets may 31 1998 1997 statements loss periods ended may 31 1998 1997 1996 statements stockholders equity years ended may 31 1998 1997 1996 statements cash flows periods ended may 31 1998 1997 1996 notes financial statements bateman co inc pc certified public accountants 5 briardale court houston texas 770272904 713 5529800 fax 713 5529700 report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1998 1997 related statements loss stockholders equity cash flows periods ended may 31 1998 1997 1996 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1998 1997 results operations cash flows periods ended may 31 1998 1997 1996 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 6 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 6 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas december 1 1998 condor west corporation development stage enterprise balance sheets may 31 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1998 1997 1996 accompanying notes integral part statements condor west corporation development stage enterprise statements stockholders equity years ended may 31 1998 1997 1996 accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1998 1997 1996 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1998 1997 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighted average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange 499468 0677 33825 debt 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently returned 7541680 001 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 63095 shares issued debt accrued interest 540000 563 304068 63095 shares issued services 200000 001 200 80895 shares issued services 200000 001 200 cumulative total 14939468 371668 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 may 31 1998 1997 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1998 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 2012 1275 total net operating loss carryover 379684 current provision refundable federal income tax consists following 1998 1997 refundable federal income tax attributable current operations 200 1145 less limitation due absence prior year taxable income 200 1145 net refundable amount deferred federal income tax consists following 1998 1997 deferred tax asset attributable net operating loss carryover 132900 132400 less valuation allowance 132900 132400 net deferred tax asset note 4 commitments company previously obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 december 1995 auto lease obligations assumed two officers company related vehicles retained may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 note 5 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 6 uncertainty going concern may 31 1998 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated january 19 1999 dr everett renger dr everett renger chairman board dated january 19 1999 carl nation carl nation president ceo director dated january 19 1999 steven r paige steven r paige executive vice president director dated january 19 1999 terrance rasmussen terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated january 19 1999 dr everett renger dr everett renger chairman board item 14 exhibits financial statements schedules reports form 8k exhibit 27 financial data schedule index financial statements schedules required items 8 item 13 index financial statements reports independent certified public accountants balance sheets may 31 1999 1998 statements loss periods ended may 31 1999 1998 1997 statements stockholders equity years ended may 31 1999 1998 1997 statements cash flows periods ended may 31 1999 1998 1997 notes consolidated financial statements b financial statement schedules omitted absence conditions required information required omitted schedule contained financial statements notes thereto letterhead bateman co inc pc report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1999 1998 related statements loss stockholders equity cash flows periods ended may 31 1999 1998 1997 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1999 1998 results operations cash flows periods ended may 31 1999 1998 1997 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 6 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters described note 6 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas july 6 1999 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise statements cash flows periods ended may 31 1999 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise statements cash flows periods ended may 31 1999 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 estimates may 31 1999 1998 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock company adopted fasb statement number 128 earnings per share became effective periods ending december 15 1997 simplified standards computing earnings per share also makes comparable international eps standards replaces presentation primary eps presentation basic eps also requires dual presentation basic diluted eps face income statement entities complex capital structures requires reconciliation numerator denominator basic eps computation numerator denominator diluted eps computation accompanying financial statements basic earnings per share common stock computed dividing net income weighted average number shares common stock outstanding period company complex capital structure requiring computation diluted earnings per share note 2 issuance stock since inception company issued shares common stock follows condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 may 31 1999 1998 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 federal income tax company follows statement financial accounting standards number 109 sfas 109 accounting income taxes deferred income taxes reflect net effect temporary difference carrying amounts assets liabilities financial purposes amounts used income tax reporting purposes b net operating loss carryforwards provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized current provision refundable federal income tax consists following cumulative tax effect expected rate 34 significant items comprising companys net deferred tax amounts may 31 1999 1998 follows may 31 1999 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 2013 1275 2014 4932 total net operating loss carryover 384616 note 4 commitments company previously obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 december 1995 auto lease obligations assumed two officers company related vehicles retained obligations leases assumed paid officers company incurred rental expense years ended may 31 1999 1998 1997 note 5 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 6 uncertainty going concern may 31 1999 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty note 7 new accounting pronouncements financial accounting standards board issued several new accounting pronouncements may affect company future years fasb statement number 129 disclosure information capital structure effective periods ending december 15 1997 establishes standards disclosing information condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 entitys capital structure pronouncement significant effect companys financial statement disclosures fasb statement number 130 reporting comprehensive income became effective fiscal years beginning december 15 1997 establishes standards reporting display comprehensive income components revenues expenses gains losses full set generalpurpose financial statements statement requires items required recognized accounting standards components comprehensive income reported financial statement displayed prominence financial statements company comprehensive income net income last two fiscal years fasb statement number 131 disclosures segments enterprise related information became effective fiscal years beginning december 15 1997 establishes standards way public business enterprises report information operating segments annual financial statements requires enterprises report selected information operating segments interim financial reports issued shareholders also establishes standards related disclosures products services geographic areas major customers company one business segment pronouncement material effect current year fasb statement number 132 employers disclosures pensions postretirement benefits became effective fiscal years beginning december 15 1997 revises employers disclosures pension postretirement benefit plans change measurement recognition plans standardizes disclosure requirements pensions postretirement benefits extent practicable requires additional information changes benefit obligations fair values plan assets facilitate financial analysis eliminates certain disclosures since company pension postretirement benefit plans pronouncement effect current year fasb statement number 133 accounting derivative instruments hedging activities becomes effective fiscal years beginning june 15 1999 establishes accounting reporting standards derivative instruments including certain derivative instruments embedded contracts collectively referred derivatives hedging activities company believe pronouncement material effect financial statements near future fasb statement number 134 accounting mortgagebacked securities retained securitization mortgage loans held sale mortgage banking enterprise becomes effective fiscal years beginning december 15 1998 expected apply company condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation july 9 1999 dr everett renger dated dr everett renger chairman board july 9 1999 carl nation dated carl nation president ceo director july 9 1999 steven r paige dated steven r paige executive vice president director july 9 1999 terrance rasmussen dated terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated july 9 1999 dated dr everett renger dr everett renger chairman board item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1995 description page reports independent certified public accountants balance sheets may 31 1995 1994 statements loss periods ended may 31 1995 1994 1993 statements stockholders equity years ended may 31 1995 1994 1993 statements cash flows periods ended may 31 1995 1994 1993 notes financial statements bateman blomstrom co certified public accountants 9301 southwest freeway suite 100 houston texas 70741593 713 5529800 713 7714385 fax 713 7715553 report independent certified public accountants board directors stockholders condor west corporation greenwood village colorado audited accompanying balance sheet condor west corporation development stage enterprise may 31 1995 related statements loss stockholders equity cash flows year ended financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1995 results operations cash flows year ended conformity generally accepted accounting principles sbateman blomstrom co bateman blomstrom co houston texas december 5 1996 member international association practising accountants offices principal cities around world oneal white pc certified public accountants 17350 tomball parkway suite 300 houston texas 77064 713 8902554 independent auditors report firm oneal june 5 1994 white pc discontinued practice public accounting board directors shareholders longer provides audit condor west corporation accounting services houston texas document copy latest signed dated audit report issued oneal white audited accompanying balance sheet condor west corporation may 31 1994 1993 related statements operations shareholders equity cash flows three years ended may 31 1994 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1994 1993 results operations cash flows three years ended may 31 1994 conformity generally accepted accounting principles oneal white pc certified public accountants condor west corporation development stage enterprise balance sheets may 31 1995 1994 1995 1994 assets current assets cash 202905 total current assets 202905 assets 10 total assets 202915 liabilities current liabilities accrued interest 1397 accounts payable related party 15034 total current liabilities 16431 noncurrent liabilities notes payable related party 200000 total liabilities 216431 commitments contingencies stockholders equity deficit common stock par value 001 per share 35000000 shares authorized 13999468 1249468 shares issued outstanding 14000 1250 capital excess par value 53200 deficit accumulated development stage 80716 54450 total stockholders equity deficit 13516 total liabilities stockholders equity 202915 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1995 1994 1993 cumulative october 8 may 31 years ended may 31 1995 1994 1993 revenues 191 expenses depreciation amortization 40186 8903 salaries fees services 19589 general administrative 19735 5280 total expenses 79510 24869 8903 income loss 79319 24869 8903 operations income expenses interest 1397 net loss 80716 26266 8903 net loss per common share 0004 0007 weighted average number shares outstanding 7572071 1249468 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities currently retail automotive services field accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises uses estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighed average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange debt 499468 0677 33825 subtotal 1249468 54450 transactions current year 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently returned 7541680 001 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 subtotal 12750000 12750 53195 total outstanding 13999468 67200 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 532 deemed issued services charged expense subsequent may 31 1995 may 18 1996 super brakes investment sold back cochairman 10 investment included among assets accompanying balance sheet note 3 notes payable related party company indebted two promissory notes payable director dated april 28 1995 may 30 1995 amount 100000 notes due two years date bear interest 15 unsecured june 22 1995 director loaned additional 100000 company similar terms june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1995 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 total net operating loss carryover 80716 note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1995 follows condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 year ended may 31 amount 1996 16101 1997 15363 1998 3625 may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases year ended may 31 1995 1342 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 accounts payable related party officer company advanced funds paid expenses company aggregating 15035 may 31 1995 amounts repaid company subsequent may 31 1995 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated 2697 sdr everett renger dr everett renger cochairman board dated 21497 scarl nation carl nation cochairman board dated 2797 swade althen wade althen president ceo directorr dated 21097 ssteven r paige steven r paige executive vice president coo director dated 21197 sdavid christman david christman treasurer cfo director dated 21197 sterrance rasmussen terrance rasmussen secretary director dated 21497 sjohn murdock john murdock iii director dated 21497 sfelix f banchs dr felix f banchs director dated 21497 sdennis l swenson dennis l swenson vice president human relations director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated 21797 sdr everett renger dr everett renger cochairman board item 7 managements discussion analysis financial condition results operations fiscal years ended january 31 1999 1998 1999 period refers fiscal year ended january 31 1999 1998 period refers period ended january 31 1998 results operations fiscal year ended january 31 1999 fiscal year ended january 31 sales year ended january 31 2000 7736546 384830 decrease restated sales 8118659 fiscal year 1999 5 decrease primarily attributable decrease sales two customers decrease sales due competitive price reductions coupled increase footage ticket yield per roll major customers company maintained market share customers fiscal year ended january 31 2000 gross profit percentage 9 fiscal year ended january 31 2000 compared 15 fiscal year ended january 31 1999 restated 6 decrease primarily attributable additional labor manufacturing costs incurred start phase newly obtained threeyear contract initial production run contract resulted unforeseen technical mechanical difficulties company believes costs incurred positive impact profitability contract long term consolidated loss operations fiscal year ended january 31 2000 419899 compared income form operations 526948 fiscal year ended january 31 1999 restated change attributable change gross profit percentage discussed increased selling general administrative costs additionally year ended january 31 2000 company merged discussed footnotes financial statements cost 355000 liquidity capital resources companys cash position january 31 2000 40956 decrease 564155 january 31 1999 decrease attributable use funds support operations lottery management segment company first two fiscal quarters year lottery management segment company continued support existing contract cambodia well pursue lottery management opportunities liberia areas approximately 80000 used purchase instant lottery tickets games cambodia 51000 used pursue liberian contract 67000 paid various consultants working projects may 10 2000 board directors formalized decision discontinue lottery management segment business substantially ceased activity june 1999 company also incurred merger expenses 355000 discussed notes financial statements inventories hand increased approximately 169000 manufacturing segment company increased raw material inventories end january 2000 prepare upcoming production roll stock new contract obtained year company anticipates financial impact new contract recognized fiscal year ending january 2001 shipments fiscal year significant however costs incurred year modify equipment meet specifications product shortterm cash flows company sufficient fund day operations however ability obtain capital funding longterm capital needs company uncertain accounts receivable january 31 2000 914588 lottery parimutuel products industry controlled limited number contractors year ended january 31 2000 approximately 72 companys sales two contractors addition approximately 75 accounts receivable balance january 31 2000 due contractors company experienced collection difficulties working capital january 31 2000 529544 decrease 414030 working capital 943574 january 31 1999 decrease working capital primarily attributable increase accounts payable increase current potion capital lease obligations coupled decrease cash balances january 31 2000 company converted bank line credit term loan january 2000 however note default terms loan agreement january 31 2000 disclosed notes financial statements creditor issued waiver january 31 2000 amended terms loan due may 31 2001 ratio current assets current liabilities 14 1 january 31 2000 compared 18 1 january 31 1999 change mainly attributable increase accounts payable decrease cash balances company committed providing high quality products service year 2000 beyond company prepared systems operations year 2000 compliant costs company included capital purchases operating expenses additionally company received confirmation primary vendors customers y2k compliance date company experienced problems associated year 2000 compliance operations item 7a item 7 management’s discussion analysis financial condition results operations business overview finotec group inc dormant since november 2011 march 16 2020 result custodianship clark county nevada case number a20809716b custodian ventures llc “custodian” appointed custodian company 17st march 2020 custodian appointed david lazar company’s chief executive officer president secretary chief financial officer chief executive officer chairman board directors management’s plan operation following discussion contains forwardlooking statements forwardlooking statements give current expectations forecasts future events identify statements fact relate strictly historical current facts use words “anticipate” “estimate” “expect” “project” “intend” “plan” “believe” words terms similar meaning connection discussion future operating financial performance time also may provide forwardlooking statements materials release public overview company’s current business objective seek business combination operating company intend use company’s limited personnel financial resources connection activities company utilize capital stock debt combination capital stock debt effecting business combination may expected entering business combination involve issuance restricted shares capital stock issuance additional shares capital stock ●may significantly reduce equity interest stockholders ●will likely cause change control substantial number shares capital stock issued likely also result resignation removal present officer director ●may adversely affect prevailing market price common stock similarly issued debt securities could result ●default foreclosure assets operating revenues business combination insufficient pay debt obligations ●acceleration obligations repay indebtedness even made principal interest payments due debt security contained covenants required maintenance certain financial ratios reserves covenants breached without waiver renegotiations covenants ●our immediate payment principal accrued interest debt security payable demand ●our inability obtain additional financing necessary debt security contained covenants restricting ability obtain additional financing security outstanding liquidity capital resources january 31 2020 company business operations cash resources provided management dependent upon interim funding provided management affiliated party pay professional fees expenses management affiliated party agreed provide funding may required pay accounting fees administrative expenses company enters business combination company would unable continue going concern without interim financing provided mr lazar court appointed custodian require additional financing cannot predict whether equity debt financing become available terms acceptable us company depends upon services provided management affiliated party fulfill filing obligations exchange act present company financial resources pay services company currently engage business activities provide cash flow costs investigating analyzing business combinations maintaining filing exchange act reports investigation analyzing consummation acquisition unlimited period time paid additional money contributed david lazar sole officer director affiliated party next 12 months anticipate incurring costs related ●filing exchange act reports ●franchise fees registered agent fees legal fees accounting fees ●investigating analyzing consummating acquisition business combination estimate costs range 1000015000 per year able meet costs necessary advancedloaned us management andor affiliated party negative cash flow operations 2675 year ended january 31 2020 financed negative cash flow operations period advances made ceo amounting 2675 company capital additional financing necessary company continue going concern independent auditors issued unqualified audit opinion years ended january 31 2020 2019 explanatory paragraph going concern offbalance sheet arrangements january 31 2020 2019 offbalance sheet arrangements defined item 303a4ii regulation sk promulgated securities act 1934 contractual obligations commitments january 31 2020 2019 contractual obligations critical accounting policies significant accounting policies described notes financial statements years ended january 31 2020 2019 included elsewhere amended registration statement item 7a item 7 managements discussion analysis financial condition results operations current fiscal year company began activities aimed entering retail automotive repair business known super brakes implement plan three officers company messrs althen nation paige became full time employees beginning june 1995 period time business plan developed active negotiations held effort acquire existing chain brake repair stores company also explored various sources financing complete proposed acquisition finance additional operating expenses company borrowed 300000 directorstockholder see item 13 several months negotiations companys efforts complete acquisition unsuccessful efforts abandoned addition funds provided loans depleted therefore salaries three officers discontinued december 1995 company reverted entity without active business operations 300000 loan plus accrued interest 4068 repaid june 30 1995 issuance 540000 shares common stock rate 0563 per share may 31 1996 company remains development stage enterprise without business operations companys officers directors continue seek investment capital possible merger acquisition candidates company source funds working capital plans finance expenses incident maintenance corporate status including legal accounting filing fees similar costs primarily advances officers directors sale additional shares results operations result additional activity described development stage loss increased 26266 fiscal 1995 290063 fiscal 1996 primarily attributable salaries increased approximately 171000 general administrative expenses increased approximately 91000 prior current fiscal year company operations see discussion regarding changes amounts previously reported year ended may 31 1995 item 9 item 9 changes disagreements accountants accounting financial disclosure effective january 1 1995 companys prior auditors oneal white pc merged audit practice firm c williams associates pc houston texas preceding two fiscal years ending may 31 1994 january 1 1995 company disagreements oneal white pc matter accounting principles practices financial statement disclosure auditing scope procedure february 1996 texas state board public accountancy revoked license charles r williams principal c williams associates sec required company may 31 1995 financial statements reaudited result retained firm bateman blomstrom co auditors conducted reaudit may 31 1995 result reaudit company restated certain accounting items including following 1 investment super brakes inc restated value 10 previous 542 2 shares issued officers directors services creating business plan super brakes originally capitalized organization expenses 18192 charged expense result reaudit 3 7541680 shares companys stock originally issued two officers connection super brakes business plan development recontributed back company october 1995 return retroactively recorded may 31 1995 result adjustments reaudit companys stockholders equity decreased 20242 13516 net loss restated 3935 26266 part iii item 10 directors executive officers registrant following person directors indicated executive officers company served respective positions since indicated dates dr everett renger 1 53 cochairman carl nation 1 61 cochairman wade althen 2 53 president ceo david christman 2 53 vice president finance treasurer cfo steven r paige 1 34 vice president operations coo terrance l rasmussen 1 34 vice president secretary dennis l swenson 3 44 vice president human resources john murdock iii 3 51 dr felix f banchs 3 56 1 joined company may 7 1990 2 joined company august 4 1993 3 joined company may 12 1995 dr everett renger practicing orthodontist houston texas since 1973 received bachelor science doctor dental science degrees baylor university master science orthodontics university texas dental school dr renger member american association orthodontists southwest society orthodontists american dental association texas dental association houston district dental society baylor dental alumni association university texas orthodontic alumni association currently serving peer review committee houston district dental society president wilson radiographic centers houston mr carl nation founded super brakes inc 1981 along dr renger acquired controlling interest company 1990 order provide public vehicle facilitate growth automotive aftermarket field mr nation selfemployed financial consultant fort worth texas area past fifteen years representing several major industries including precious metals banks municipalities various government private businesses effective june 1 1995 mr nation became full time employee company mr nation held prior position vice president general manager insurers america representing lloyds america mr nation completed executive management program consisted six months manufacturing shipping receiving inventory control sales management upon completion served marketing director northeastern united states kelseyhayes company major manufacturer disc brakes managed sales personnel opened new distribution channels organized sales product clinics automotive manufacturing warehousing national accounts mass merchants municipalities state governments became district manager new england district monroe auto equipment company manufacturer shock absorbers monroe directed sales force marketing products national accounts mass merchants automotive distribution centers jobbers dealers also organized instructed approximately fifty product sales clinics annually responsibilities included administration sales training new distribution arranging credit financial institutions new customers marketing director nine northeastern states belden corporation manufacturer electrical wire cable held prior position operations department manager hartford national bank mr nation honorably discharged united states marine corps mr wade althen began functioning presidentceo company full time basis effective june 1 1995 april may 1995 served licensed manager employment world inc north little rock arkansas may 1992 march 1995 employed national education centers inc subsidiary national education corporation nyse company positions national education corporation included business instructor economics accounting computer science cochair business department may 1992 june 1993 july 1993 june 1994 education director charge curriculum hiring scheduling training instructional staff budgeting attrition student body filing accreditation reports positions little rock arkansas campus june 1994 mr althen appointed director president fort worth texas campus resignation march 1995 february 1987 may 1992 selfemployed certified public accountant financial consultant north little rock arkansas provided executive level management eighteen last twentyone years including four years chief executive commercial bank one year chief executive officer publicly traded petroleum company two years managing partner cpa firm mr althen prepared provided oversight preparation budgets many industries banking industry planned significant growth utilizing financial human resources enable seventy year old bank double size within four years petroleum industry established executed plan made publicly traded company reorganization viable acquisition candidate experienced preparation initial registrations public corporations securities exchange commission reports conducted audits many types industries submitted financial statements clients regulatory agencies also experience statements required federal deposit insurance corporation banking agencies 1970 mr althen obtained bachelor science degree accounting arkansas state university received one year post graduate training stonier graduate school banking rutgers university certified public accountant since 1972 mr david christman senior financial analyst intellicap limited since november 1994 working ministry finance state kuwait develop administer governments countertrade offset program duties include working supply contractors contributed design programs guidelines designed implemented financial performance model evaluating feasibility acceptability business plans submitted contractors also developed training program teaches finance kuwaiti staff january 1991 november 1994 principal david christman associates independent financial management consulting firm dallas texas work consisted installing management accounting systems job cost reporting systems standard cost accounting systems phases financial management procedures policies also helped restructuring organizations wrote job descriptions designed installed incentive plans employee evaluation procedures provided management training wrote employee handbooks installed management objectives mbo programs february 1988 january 1991 served management consultant george may international company duties included aspects financial organizational management consulting well computer installation mr christman holds bachelor science business administration degree major accounting rochester institute technology new york completed postgraduate program finance statistics mr steven r paige graduated university new york albany 1984 bachelor science degree business administration achieved enlisted us air force upon completion enlistment degree requirements mr paige worked major television station denver colorado account executive 1986 joined one denvers prominent advertising agencies within two years mr paige personally responsible doubling firms gross revenues acquiring three national accounts promoted executive vice president new responsibilities included personnel development full creative buying authority future business development 1988 left agency formed marketing company paige group pursued new areas marketing advertising finance clients march 1989 june 1990 mr paige sales manager mike naughton ford company full responsibility hiring training sales personnel well total responsibility movement inventory including advertising marketing promotional activities implementation creative marketing sales techniques instrumental bringing dealership seventh place rating number one rating little year june 1990 december 1991 mr paige general manager metro toyota overall responsibility dealership including inventory control budgeting sales performance service maintenance operations total income performance january 1992 may 1995 sales manager general manager massey cadillac member largest cadillac group world total responsibility dealer operator including procurement major inventory implementation marketing sales techniques brought dealership number six rating number one rating less six months mr paige associated condor west corporation mr carl nation cochairman five years effective june 1 1995 became fulltime employee company mr terrance l rasmussen employed management position hilti corporation since 1990 responsibilities include inventory control internal auditing prior employed plate service inc sears roebuck company computerized accounting systems additional areas experience accounts payable accounts receivable payroll tax consulting mr rasmussen also analyzed company operations purposes recommending changes improvement potential companies takeover based profitability potential major projects included areas real estate manufacturing agriculture mr rasmussen licensed nasd account executive national brokerage firm developed corporate individual accounts provided guidance clients determined investment objectives developed solid portfolios according objectives using stocks bonds mutual funds received bachelors degree business management finance iowa state university ames iowa attended metropolitan state university minneapolis minnesota obtained degree accounting mr rasmussen also cpa john murdock iii founder jam consulting service inc principal stockholder chief executive officer founder power nature inc mr murdock served 20 years united states air force obtained extensive training management operations weapons superintendent responsible 250 airmen worked world wide areas europe asia middle east mr murdocks decorations include distinguished flying cross four oak leaf clusters airmans medal valor air medal 18 oak leaf clusters vietnamese cross gallantry bronze star palm leaf 3 oak leaf clusters good conduct medal 7 oak leaf clusters retiring united state air force mr murdock used experience advisor armament mobility officers royal saudi air force worked directly foreign country representatives logistics engineer foreign military sales included sale aircraft defense systems currently agent leasing deeds assignments united states treasuries used aid funding projects require highest contacts banking business mr murdock obtained bs degree troy state unviersity masters business administration personnel administration chapman college doctor laws degree louisiana baptist university dennis l swenson possesses 25 years human resource administrative management experience fortune 500 smaller corporations january 1991 present vice president human resources administration pharmassist inc well owner dls associates human resources consulting firm january 1987 january 1991 director compensation benefits foxmeyer corporation may 1969 december 1986 manager employee benefits burlington northern railroad company foxmeyer corporation established human resource department serving 4500 employees well developing staffing customer service department 45 billion wholly owned subsidiary employed burlington norther inc mr swenson managed administered labor relations functions including negotiation benefits program covering 48000 employees design administrative modifications responsible cost reductions nearly 5 million annually n 1990 served acquisition consultant computer land corporation acquired 750 million nynex business information systems extensive experience conducting audits assure sound feasible business practices based upon corporate liability profit margin dr felix f banchs served mexico project managernationally certified financial counselor national foundation consumer credit fort worth texas 1992 present responsibilities include development implementation supervision debt management financial programs usa puerto rico mexico 1990 1992 director training centro de amistad dallas texas developed supervised vocational training programs 1977 1990 dr banchs vice president administration dean business administration boricua college new york responsilbilities included development business administration curriculum management three campuses tenure faculty student population increased 500 addition dr banchs held executive positions shell oil co baxter travenol laboratories colgatepalmolive dr banchs graduated magna cum laude bba management catholic university puerto rico cum laude masters business administration marketing management st johns university new york earned phd business administration economics columbia university new york dr banchs listed awhos finance industry america veteran united states air force item 11 management remuneration may 31 1995 companys officers received compensation paid officers year ended may 31 1996 aggregated 191807 paid three officers single officer received compensation excess 100000 company adopted stock option plans long term compensation payouts deferred compensation plans incentive plans pension plans changeincontrol arrangements compensation plans companys officers reimbursed reasonable business expenses incurred connection activities behalf item 12 security ownership certain beneficial owners management officers directors persons beneficially owning 5 14939468 shares common stock outstanding may 31 1996 follows name officer director shares percent dr everett renger yes 5325000 1 356 carl nation yes 5325000 1 356 wade althen yes 1000000 67 steven r paige yes 1000000 67 john murdock iii yes 540000 36 terrance l rasmussen yes 300000 20 david christman yes 200000 13 dennis l swenson yes 200000 13 officers directors group 13890000 930 1 october 10 1995 messrs renger nation returned 3770840 shares company antidilutionary measure shares shown net returned shares item 13 certain relationships related transactions see item 1 organization business discussion acquisition outstanding stock super brakes inc dr renger mr nation april 28 1995 may 30 1995 june 22 1995 john murdock iii director loaned company 100000 occasion total 300000 notes bore interest 15 due payable two years date terms notes mr murdock option convert note 130000 shares common stock company however june 30 1995 notes accrued interest 4068 converted 540000 shares stock rate 0563 per share part iv item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1996 description page reports independent certified public accountants balance sheets may 31 1996 1995 statements loss periods ended may 31 1996 1995 1994 statements stockholders equity years ended may 31 1996 1995 1994 statements cash flows periods ended may 31 1996 1995 1994 notes financial statements bateman blomstrom co certified public accountants 9301 southwest freeway suite 100 houston texas 70741593 713 5529800 713 7714385 fax 713 7715553 report independent certified public accountants board directors stockholders condor west corporation greenwood village colorado audited accompanying balance sheet condor west corporation development stage enterprise may 31 1996 1995 related statements loss stockholders equity cash flows two years ended financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1996 1995 results operations cash flows two years ended conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 7 financial statements company exhausted substantially cash operations employees significant assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 7 financial statements include adjustments might result outcome uncertainty bateman blomstrom co houston texas december 5 1996 member international association practising accountants offices principal cities around world oneal white pc certified public accountants 17350 tomball parkway suite 300 houston texas 77064 713 8902554 independent auditors report firm oneal june 5 1994 white pc discontinued practice public accounting board directors shareholders longer provides audit condor west corporation accounting services houston texas document copy latest signed dated audit report issued oneal white audited accompanying balance sheet condor west corporation may 31 1994 1993 related statements operations shareholders equity cash flows three years ended may 31 1994 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1994 1993 results operations cash flows three years ended may 31 1994 conformity generally accepted accounting principles oneal white pc certified public accountants condor west corporation development stage enterprise balance sheets may 31 1996 1995 1996 1995 assets current assets cash 53 202905 total current assets 53 202905 office computer equipment net accumulated depreciation 140 836 assets 10 total assets 889 202915 liabilities current liabilities accrued interest 1397 accounts payable related party 15034 total current liabilities 16431 noncurrent liabilities notes payable related party 200000 total liabilities 216431 commitments contingencies stockholders equity deficit common stock par value 001 per share 35000000 shares authorized 14939468 13999468 shares issued outstanding 14940 14000 capital excess par value 356728 53200 deficit accumulated development stage 370779 80716 total stockholders equity deficit 889 13516 total liabilities stockholders equity 889 202915 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1996 1995 1994 cumulative october 8 may 31 years ended may 31 1996 1995 1994 revenues 191 expenses depreciation amortization 40326 140 salaries fees services 210696 191107 19589 general administrative 115840 96105 5280 total expenses 366862 287352 24869 income loss operations 366671 287352 24869 income expenses interest 4108 2711 1397 net loss 370779 290063 26266 net loss per common share 0020 0004 weighted average number shares outstanding 14841107 7572071 1249468 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises uses estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1995 1996 company derivative financial instruments condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighed average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange 499468 0677 33825 debt 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently 001 returned 7541680 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 subtotal 13999468 67200 transactions current year 63095 shares issued debt accrued interest 540000 563 304068 63095 shares issued services 200000 001 200 80895 shares issued services 200000 001 200 subtotal 940000 304468 cumulative total 14939468 371668 condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 investment included among assets accompanying balance sheet may 31 1996 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 notes payable related party company borrowed total 300000 director executed three promissory notes dated april 28 1995 may 30 1995 june 22 1995 amount 100000 notes originally due two years date bore interest 15 unsecured june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1996 company unused net operating loss carryovers may used offset future taxable income expire follows condor west corporation development stage enterprise notes financial statements may 31 1996 1995 1994 expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 total net operating loss carryover 370779 note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1996 follows year ended may 31 amount 1997 15363 1998 3625 may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 1342 1995 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 accounts payable related party officer company advanced funds paid expenses company aggregating 15035 may 31 1995 amounts repaid company year ended may 31 1996 note 7 uncertainty going concern may 31 1996 company exhausted substantially cash operations employees significant assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated 2697 sdr everett renger dr everett renger cochairman board dated 21497 scarl nation carl nation cochairman board dated 2797 swade althen wade althen president ceo directorr dated 21097 ssteven r paige steven r paige executive vice president coo director dated 21197 sdavid christman david christman treasurer cfo director dated 21197 sterrance rasmussen terrance rasmussen secretary director dated 21497 sjohn murdock john murdock iii director dated 21497 sfelix f banchs dr felix f banchs director dated 21497 sdennis l swenson dennis l swenson vice president human relations director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated 21797 sdr everett renger dr everett renger cochairman board item 7 managements discussion analysis financial condition results operations current fiscal year company dormant prior fiscal year company begun activities aimed entering retail automotive repair business known super brakes implement plan three officers company messrs althen nation paige became full time employees beginning june 1995 period time business plan developed active negotiations held effort acquire existing chain brake repair stores company also explored various sources financing complete proposed acquisition finance additional operating expenses company borrowed 300000 directorstockholder see item 13 several months negotiations companys efforts complete acquisition unsuccessful efforts abandoned addition funds provided loans depleted therefore salaries three officers discontinued december 1995 company reverted entity without active business operations 300000 loan plus accrued interest 4068 repaid june 30 1995 issuance 540000 shares common stock rate 0563 per share may 31 1997 company remains development stage enterprise without business operations companys officers directors continue seek investment capital possible merger acquisition candidates company source funds working capital plans finance expenses incident maintenance corporate status including legal accounting filing fees similar costs primarily advances officers directors sale additional shares results operations result discontinuing activity described development stage loss decreased 290063 fiscal 1996 7630 fiscal 1997 decreases primarily attributable salaries decreased approximately 101000 general administrative expenses decreased approximately 88500 prior fiscal 1996 company operations see discussion regarding changes amounts previously reported year ended may 31 1995 item 9 item 9 changes disagreements accountants accounting financial disclosure effective january 1 1995 companys prior auditors oneal white pc merged audit practice firm c williams associates pc houston texas preceding two fiscal years ending may 31 1994 january 1 1995 company disagreements oneal white pc matter accounting principles practices financial statement disclosure auditing scope procedure february 1996 texas state board public accountancy revoked license charles r williams principal c williams associates sec required company may 31 1995 financial statements reaudited result retained firm bateman blomstrom co known bateman co inc pc auditors conducted reaudit may 31 1995 result audit company restated certain accounting items including following 1 investment super brakes inc restated value 10 previous 542 2 shares issued officers directors services creating business plan super brakes originally capitalized organization expenses 18192 charged expense result reaudit 3 7541680 shares companys stock originally issued two officers connection super brakes business plan development recontributed back company october 1995 return retroactively recorded may 31 1995 result adjustments reaudit companys stockholders equity decreased 20242 13516 net loss restated 3935 26266 part iii item 10 directors executive officers registrant following person directors indicated executive officers company served respective positions since indicated dates 1 joined company may 7 1990 2 joined company august 4 1993 3 joined company may 12 1995 dr everett renger practicing orthodontist houston texas since 1973 received bachelor science doctor dental science degrees baylor university master science orthodontics university texas dental school dr renger member american association orthodontists southwest society orthodontists american dental association texas dental association houston district dental society baylor dental alumni association university texas orthodontic alumni association currently serving peer review committee houston district dental society president wilson radiographic centers houston mr carl nation founded super brakes inc 1981 along dr renger acquired controlling interest company 1990 order provide public vehicle facilitate growth automotive aftermarket field mr nation selfemployed financial consultant fort worth texas area past fifteen years representing several major industries including precious metals banks municipalities various government private businesses effective june 1 1995 mr nation became full time employee company full time employment terminated prior may 31 1996 mr nation held prior position vice president general manager insurers america representing lloyds america mr nation completed executive management program consisted six months manufacturing shipping receiving inventory control sales management upon completion served marketing director northeastern united states kelsey hayes company major manufacturer disc brakes managed sales personnel opened new distribution channels organized sales product clinics automotive manufacturing warehousing national accounts mass merchants municipalities state governments became district manager new england district monroe auto equipment company manufacturer shock absorbers monroe directed sales force marketing products national accounts mass merchants automotive distribution centers jobbers dealers also organized instructed approximately fifty product sales clinics annually responsibilities included administration sales training new distribution arranging credit financial institutions new customers marketing director nine northeastern states belden corporation manufacturer electrical wire cable held prior position operations department manager hartford national bank mr nation honorably discharged united states marine corps mr wade althen began functioning presidentceo company full time basis effective june 1 1995 full time employment terminated prior may 31 1996 april may 1995 served licensed manager employment world inc north little rock arkansas may 1992 march 1995 employed national education centers inc subsidiary national education corporation nyse company positions national education corporation included business instructor economics accounting computer science cochair business department may 1992 june 1993 july 1993 june 1994 education director charge curriculum hiring scheduling training instructional staff budgeting attrition student body filing accreditation reports positions little rock arkansas campus june 1994 mr althen appointed director president fort worth texas campus resignation march 1995 february 1987 may 1992 self employed certified public accountant financial consultant north little rock arkansas provided executive level management eighteen last twentyone years including four years chief executive commercial bank one year chief executive officer publicly traded petroleum company two years managing partner cpa firm mr althen prepared provided oversight preparation budgets many industries banking industry planned significant growth utilizing financial human resources enable seventy year old bank double size within four years petroleum industry established executed plan made publicly traded company reorganization viable acquisition candidate experienced preparation initial registrations public corporations securities exchange commission reports conducted audits many types industries submitted financial statements clients regulatory agencies also experience statements required federal deposit insurance corporation banking agencies 1970 mr althen obtained bachelor science degree accounting arkansas state university received one year post graduate training stonier graduate school banking rutgers university certified public accountant since 1972 mr david christman senior financial analyst intellicap limited since november 1994 working ministry finance state kuwait develop administer governments countertrade offset program duties include working supply contractors contributed design programs guidelines designed implemented financial performance model evaluating feasibility acceptability business plans submitted contractors also developed training program teaches finance kuwaiti staff january 1991 november 1994 principal david christman associates independent financial management consulting firm dallas texas work consisted installing management accounting systems job cost reporting systems standard cost accounting systems phases financial management procedures policies also helped restructuring organizations wrote job descriptions designed installed incentive plans employee evaluation procedures provided management training wrote employee handbooks installed management objectives mbo programs february 1988 january 1991 served management consultant george may international company duties included aspects financial organizational management consulting well computer installation mr christman holds bachelor science business administration degree major accounting rochester institute technology new york completed post graduate program finance statistics mr steven r paige graduated university new york albany 1984 bachelor science degree business administration achieved enlisted us air force upon completion enlistment degree requirements mr paige worked major television station denver colorado account executive 1986 joined one denvers prominent advertising agencies within two years mr paige personally responsible doubling firms gross revenues acquiring three national accounts promoted executive vice president new responsibilities included personnel development full creative buying authority future business development 1988 left agency formed marketing company paige group pursued new areas marketing advertising finance clients march 1989 june 1990 mr paige sales manager mike naughton ford company full responsibility hiring training sales personnel well total responsibility movement inventory including advertising marketing promotional activities implementation creative marketing sales techniques instrumental bringing dealership seventh place rating number one rating little year june 1990 december 1991 mr paige general manager metro toyota overall responsibility dealership including inventory control budgeting sales performance service maintenance operations total income performance january 1992 may 1995 sales manager general manager massey cadillac member largest cadillac group world total responsibility dealeroperator including procurement major inventory implementation marketing sales techniques brought dealership number six rating number one rating less six months mr paige associated condor west corporation mr carl nation director five years effective june 1 1995 became fulltime employee company full time employment terminated prior may 31 1996 mr terrance l rasmussen employed management position hilti corporation since 1990 responsibilities include inventory control internal auditing prior employed plate service inc sears roebuck company computerized accounting systems additional areas experience accounts payable accounts receivable payroll tax consulting mr rasmussen also analyzed company operations purposes recommending changes improvement potential companies takeover based profitability potential major projects included areas real estate manufacturing agriculture mr rasmussen licensed nasd account executive national brokerage firm developed corporate individual accounts provided guidance clients determined investment objectives developed solid portfolios according objectives using stocks bonds mutual funds received bachelors degree business management finance iowa state university ames iowa attended metropolitan state university minneapolis minnesota obtained degree accounting mr rasmussen also cpa john murdock iii founder jam consulting service inc principal stockholder chief executive officer founder power nature inc mr murdock served 20 years united states air force obtained extensive training management operations weapons superintendent responsible 250 airmen worked world wide areas europe asia middle east mr murdocks decorations include distinguished flying cross four oak leaf clusters airmans medal valor air medal 18 oak leaf clusters vietnamese cross gallantry bronze star palm leaf 3 oak leaf clusters good conduct medal 7 oak leaf clusters retiring united state air force mr murdock used experience advisor armament mobility officers royal saudi air force worked directly foreign country representatives logistics engineer foreign military sales included sale aircraft defense systems currently agent leasing deeds assignments united states treasuries used aid funding projects require highest contacts banking business mr murdock obtained bs degree troy state unviersity masters business administration personnel administration chapman college doctor laws degree louisiana baptist university dennis l swenson possesses 25 years human resource administrative management experience fortune 500 smaller corporations january 1991 present vice president human resources administration pharmassist inc well owner dls associates human resources consulting firm january 1987 january 1991 director compensation benefits foxmeyer corporation may 1969 december 1986 manager employee benefits burlington northern railroad company foxmeyer corporation established human resource department serving 4500 employees well developing staffing customer service department 45 billion wholly owned subsidiary employed burlington northern inc mr swenson managed administered labor relations functions including negotiation benefits program covering 48000 employees design administrative modifications responsible cost reductions nearly 5 million annually 1990 served acquisition consultant computerland corporation acquired 750 million nynex business information systems extensive experience conducting audits assure sound feasible business practices based upon corporate liability profit margin dr felix f banchs served mexico project managernationally certified financial counselor national foundation consumer credit fort worth texas 1992 present responsibilities include development implementation supervision debt management financial programs usa puerto rico mexico 1990 1992 director training centro de amistad dallas texas developed supervised vocational training programs 1977 1990 dr banchs vice president administration dean business administration boricua college new york responsilbilities included development business administration curriculum management three campuses tenure faculty student population increased 500 addition dr banchs held executive positions shell oil co baxtertravenol laboratories colgatepalmolive dr banchs graduated magna cum laude bba management catholic university puerto rico cum laude masters business administration marketing management st johns university new york earned phd business administration economics columbia university new york dr banchs listed awhos finance industry america veteran united states air force item 11 management remuneration may 31 1995 companys officers received compensation paid officers year ended may 31 1996 aggregated 191807 paid three officers single officer received compensation excess 100000 officers terminated employment prior may 31 1996 compensation paid year ended may 31 1997 company adopted stock option plans long term compensation payouts deferred compensation plans incentive plans pension plans changeincontrol arrangements compensation plans companys officers reimbursed reasonable business expenses incurred connection activities behalf item 12 security ownership certain beneficial owners management officers directors persons beneficially owning 5 14939468 shares common stock outstanding may 31 1996 follows 1 october 10 1995 messrs renger nation returned 3770840 shares company antidilutionary measure shares shown net returned shares item 13 certain relationships related transactions see item 1 organization business discussion acquisition outstanding stock super brakes inc dr renger mr nation april 28 1995 may 30 1995 june 22 1995 john murdock iii director loaned company 100000 occasion total 300000 notes bore interest 15 due payable two years date terms notes mr murdock option convert note 130000 shares common stock company however june 30 1995 notes accrued interest 4068 converted 540000 shares stock rate 0563 per share year ended may 31 1997 certain officers directors paid expenses company without seeking reimbursement without receiving stock therefor amounts paid follows paid amount dr everett renger 4380 wade althen 360 total 4740 additional 2000 paid benchmark equities corporation amounts paid included operating expenses accompanying financial statements part iv item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1997 description report independent certified public accountants balance sheets may 31 1997 1996 statements loss periods ended may 31 1997 1996 1995 statements stockholders equity years ended may 31 1997 1996 1995 statements cash flows periods ended may 31 1995 1996 notes financial statements bateman co inc pc certified public accountants 5 briardale court houston texas 770272904 713 5529800 fax 713 5529700 report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1997 1996 related statements loss stockholders equity cash flows periods ended may 31 1997 1996 1995 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1997 1996 results operations cash flows periods ended may 31 1997 1996 1995 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 7 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 7 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas november 30 1998 condor west corporation development stage enterprise balance sheets may 31 1997 1996 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1997 1996 1995 cumulative october 8 years ended may 31 may 31 1997 1996 1995 revenues 191 expenses depreciation amortization 40326 140 salaries fees services 210696 191107 19589 general administrative 123470 7630 96105 5280 total expenses 374492 7630 287352 24869 income loss operations 374301 7630 287352 24869 income expenses interest 4108 2711 1397 net loss 378409 7630 290063 26266 net loss per common share 0001 0020 0004 weighted average number shares outstanding 14841107 7572071 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1997 1996 1995 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1997 1996 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighted average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 may 31 1997 1996 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 notes payable related party company borrowed total 300000 director executed three promissory notes dated april 28 1995 may 30 1995 june 22 1995 amount 100000 notes originally due two years date bore interest 15 unsecured june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1997 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 total net operating loss carryover 378409 current provision refundable federal income tax consists following 1997 1996 refundable federal income tax attributable current operations 1145 101500 less limitation due absence prior year taxable income 1145 101500 net refundable amount deferred federal income tax consists following 1997 1996 deferred tax asset attributable net operating loss carryover 132400 129700 less valuation allowance 132400 129700 net deferred tax asset note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1997 follows year ended may 31 amount 1998 3625 may 1995 company also entered lease office space month tomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 1342 1995 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 7 uncertainty going concern may 31 1997 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated january 19 1999 dr everett renger dr everett renger chairman board dated january 19 1999 carl nation carl nation president ceo director dated january 19 1999 steven r paige steven r paige executive vice president director dated january 19 1999 terrance rasmussen terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated january 19 1999 dr everett renger dr everett renger chairman board item 7 financial statements supplementary data finotec group inc consolidated financial statements years ended january 31 2009 finotec group inc subsidiaries financial statements year ended january 31 2009 page consolidated balance sheet statement income statement stockholders equity statement cash flow operations see accompanying notes consolidated financial statements finotec group inc notes consolidated financial statements 1 description business finotec group inc finotec inc nevada corporation principally engaged whollyowned subsidiaries offering foreign currency market trading professionals retail clients webbased trading system shares finotec began trading counter bulletin board listings otcbb ftgi finotec groups united kingdom subsidiary finotec trading uk limited authorized uks financial services authority fsa act market maker defined fsa united kingdom november 9 2007 finotec trading uk limited approved fsa market maker principal thus finotec trading uk limited may offer uk clients certain regulated investment instruments commodity futures commodity options commodity futures contract differences futures options rights interests investments rolling spot forex contracts spread bets risk management finotec group activities give rise risks monitored managed follows credit risk clients required deposit cleared funds margin trade client margin falls minimum required maintain position notified margin call reduce positions provide additional funds time client margin call company may discretion liquidate clients positions order bring back line margin requirements company also potential credit risk exposure market counterparties hedges banks company defined risk appetite exposure market counterparty bank credit exposure liquidity risk company significant net cash balances balance sheet date continually monitors capital adequacy foreign currency risk company financial instruments denominated predominantly us dollars gains losses arising companys exposure recognised profit loss account market price risk market risk arises open contracts customers counterparties exposure market risk closely monitored accordance limits reduced hedging finotec group inc notes consolidated financial statements 2 summary significant accounting policies principles consolidation consolidated financial statements include accounts finotec inc wholly owned subsidiaries finotec trading inc finotec trading owned subsidiaries finotec trading cyprus ltd finotec usa inc finotec trading polska sa finotec trading uk ltd finotec ltds 997 owned subsidiary forexcash global trading ltd forexcash collectively referred company unless otherwise indicated material intercompany transactions balances eliminated consolidation since liabilities forexcash exceed assets owner 03 minority interest obligation supply additional capital minority interest recorded consolidated financial statements fixed assets fixed assets stated cost less accumulated depreciation office furniture equipment depreciated using straightline method seven years computer equipment software depreciated using straightline method three years leasehold improvements amortized straightline basis lesser useful life lease repairs maintenance costs expensed incurred costs software acquired along payroll costs consulting fees relating development internal use software including used provide internet solutions capitalized software placed service costs amortized estimated useful life cash equivalents company considers highly liquid debt instruments purchased original maturities three months less cash equivalents revenue recognition finotec acts market maker customers based prices traded interbank market recognizes loss revenue customers close transactions foreign currencies also open customer positions showing gain loss compensation inside system customers finotec turns institutions clear contracts recognizes loss revenue actions derivative financial instruments finotec group inc notes consolidated financial statements 2 summary significant accounting policies continued income taxes deferred taxes determined based differences financial reporting tax basis assets liabilities estimated using tax rates laws effect differences expected reverse valuation allowance provided based weight available evidence considered likely portion deferred tax assets realized advertising expense company expenses advertising costs incurred advertising expenses included profit losses total amount marketing years ended january 31 2009 2008 amounted 1084562 742599 respectively use estimates preparation financial statements conformity accounting principles generally accepted united states america requires management make estimates assumptions affect certain reported amounts disclosures actual results could differ estimates shareholders equity june 16 2008 company entered definitive agreements sale 4347824 shares common stock price 023 per share part transaction company agreed issue accompanying warrants purchase aggregate 10000000 shares common stock exercise price 050 per share four investors subscribed investment shares common stock sold private placement offering registered may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement transaction closed midjune 2008 2487500 treasury shares issued part 4347824 shares issued thereunder july 29 2008 company entered definitive agreement sale 3333333 shares common stock price 030 per share total 1 million part transaction company agreed issue accompanying warrants purchase aggregate 1428571 shares common stock exercise price 070 per share shares common stock sold private placement offering registered may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement transaction closed july 31 2008 finotec group inc notes consolidated financial statements shareholders equity continued october 31 2008 company entered definitive agreements received funds sale 12724444 shares common stock price 018 per share 800000 shares common stock price 025 per share part transaction company agreed issue accompanying warrants purchase 5777776 shares common stock exercise price 045 per share warrants purchase 400000 shares common stock exercise price 050 five new investors subscribed investment shares common stock sold private placement offering registered securities act 1933 amended may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement offering closed november 2 2008 translation foreign currencies forexcash ltd finotec trading cyprus ltd finotec trading uk ltd finotec trading polska sa ltd operated primarily local currencies represent functional currencies subsidiaries forexcash ltd finotec trading uk ltd finotec trading cyprus ltd encompass substantial part companys operations assets liabilities forexcash ltd finotectrading cyprus ltd finotec trading uk ltd finotec trading polska sa ltd translated us dollars using exchange rate prevailing balance sheet date income expense amounts translated average exchange rates year translation adjustments included accumulated comprehensive income loss separate component stockholders equity fair value financial instruments sfas 107 disclosures fair value financial instruments requires disclosure fair value certain financial instruments carrying value financial instruments include cash equivalents loans payable customer deposits accrued expenses approximate fair values due shortterm nature financial instruments carrying value companys note receivable approximates fair value based managements best estimate future cash collections earning per common share basic earnings per share based weighted effect common shares issued outstanding calculated dividing net income loss weighted average shares outstanding period diluted earnings per share calculated dividing net income loss weighted average number common shares used basic earnings per share calculation plus number common shares would issued assuming exercise conversion stock options dilutive effect stock options assumed years ended january 31 2009 2008 effect securities antidilutive finotec group inc notes consolidated financial statements comprehensive income sfas 130 reporting comprehensive income requires full set generalpurpose financial statements expanded include reporting comprehensive income comprehensive income comprised two components net income comprehensive income comprehensive income defined change equity business enterprise period transactions events circumstances nonowner sources january 31 2008 foreign currency translation adjustments items comprehensive income company derivative financial instruments company follows sfas 133 accounting derivative instruments hedging activities related amendments account derivative transactions company accounts forward foreign currency exchange contracts derivative financial instruments company uses derivative instruments part assetliability management activities meet risk management needs clients part trading activity account derivative financial instruments carried fair value realized unrealized gains losses included net gain foreign currency future operations critical accounting policies summary significant accounting policies included note 2 accompanying financial statements believe application policies consistent basis enables company provide useful reliable financial information companys operating results financial condition preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amounts revenues expenses reporting period actual results may differ estimates account stock options issued employees accordance provisions sfas 123r sharebased payment december 2004 fasb issued sfas 123r replaces sfas 123 supersedes apb opinion 25 sfas 123r companies required measure compensation costs share based compensation arrangements based grant date fair value recognize costs financial statements period employees required provide services share based compensation arrangements include stock options restricted share plans performance based awards share appreciation rights employee share purchase plans finotec group inc notes consolidated financial statements critical accounting policies continued march 2005 sec issued staff accounting bulletin 107 sab107 sab 107 expresses views staff regarding interaction sfas 123r certain sec rules regulations provides staffs views regarding valuation share based payment arrangements public companies sfas 123r permits public companies adopt requirements using one two methods april 14 2005 sec adopted new rule amending compliance dates sfas 123r companies may elect apply statement either prospectively modified version retrospective application financial statements prior periods adjusted basis consistent pro forma disclosures required periods sfas123 effective january 1 2007 fully adopted provisions sfas 123r related interpretations provided sab 107 compensation cost measured date grant excess current market price underlying stock exercise price compensation amounts amortized respective vesting periods option grant apply statement prospectively valuation share based payments requires significant judgment exercise judgment determining various assumptions associated share based payments well expected volatility related fair value base estimate share based payments interpretation underlying agreements historical volatility stock price account investment equity securities pursuant statement financial accounting standards sfas no115 standard requires investments equity securities readily determinable fair values measured fair value balance sheet unrealized holding gains losses investments available sale equity securities investments trading equity securities recorded component stockholders equity statement operations respectively furthermore provides factors lead us determine fair value certain financial instruments impaired adjust carrying value investments fair value marketable securities consist principally corporate stocks management classified companys marketable securities available sale securities accompanying consolidated financial statements marketable securities availableforsale securities carried fair value unrealized gains losses reported separate component stockholders equity realized gains losses availableforsale securities included interest income gains losses realized unrealized measured using specific identification method market value determined recently traded price security balance sheet date january 31 2009 market value security equals cost finotec group inc notes consolidated financial statements 3 property equipment consist following 4 related party transactionsloans finotec inc holding company operates via wholly owned subsidiaries within group various inter company agreements setting different undertakings companies commissions paid transactions company place time intercompany loans granted interest rates company believes reflect market conditions time 5 due stockholder amount due stockholder consists primarily unpaid compensation 6 stock options awards april 2003 board directors finotec group inc company approved resolution provide automatic grant didier essemini chief executive officer company stock option award 33018483 shares common stock march 17 2004 shareholders company voted approve grant didier essemini chief executive officer company stock options 33018483 shares common stock registrant awarded mr essemini 33018483 options purchase common stock exercise price 0001 per share january 27 2007 mr essemini exercised options 33018483 shares common stock company year 2007 200000 shares issued outside legal advisor partial payment legal services rendered connection filing registration statement company finotec group inc notes consolidated financial statements 7 derivative financial instruments derivative financial instruments consist companys forward foreign exchange currency contracts agreements exchange specific amounts currencies future date specific rate exchange foreign exchange contracts entered primarily meet foreign exchange risk management needs companys clients major risk associated instrument foreign exchange rates could change unanticipated manner resulting loss underlying value instrument company mitigates risk using hedging techniques limit exchange rate exposure company accounts foreign exchange contracts fair value hedges per fasb 133 gains losses recognized earnings fair value instruments reported assetsliabilities consolidated balance sheet year ended january 31 2009 company recognized gains amount 182897 forward foreign currency contracts january 31 2009 company entered number forward foreign exchange currency contracts hedged february 2009 company recognized gain approximately 50410 contracts first quarter fiscal 2009 8 legal proceedings 1 customer v finotec trading uk limited arbitration previously tel aviv magistrates court case former customer finotec trading uk limited finotec uk sued 4197300 customer asserts finotec uks cancelation certain trades april june 2008 unlawful entitled lost profits february 2009 suggestion court parties agreed submit dispute arbitration two arbitration hearings held march 2009 customers attorney filed written summations expect file written summations within approximately three weeks connection agreement arbitrate spring 2009 finotec deposited attorney escrow account amount claimed action finotec uk intends defend matter vigorously 2 customer v finotec trading ltd tel aviv magistrates court case customer finotec trading ltd finotec israel sued finotec israel nis 154000 customer alleges finotec israel acted negligently recommending execute trades thirdparty b failing oversee third party finotec israel filed statement defense december 2008 intends defend case vigorously customers questionnaire document demand received may 4 2009 finotec group inc notes consolidated financial statements 8 legal proceedings continued 3 potential claim customer nov 16 2008 finotec israel received letter counsel customer concerning alleged claim customer finotec israel essence claim letter finotec israel unlawful cancelled certain trades customer october 2007 letter clear amount damages allegedly owed customer letter refers customers right reinstate transaction amount 5000 also asserts customer entitled damages nis 2000 best knowledge lawsuit filed customer behalf finotec entity management expect either claim material effect companys financial position results operations 9 commitments forexcash ltd finotec trading cyprus ltd finotec trading uk ltd lease offices space facilities monthtomonth basis rent expense included profit losses total amount selling general administrative years ended january 31 2009 2008 amounted 255054 204340 respectively 10 income taxes realization future tax benefits related deferred tax assets dependent many factors including companys ability generate taxable income within net operating loss carryforward period company provided valuation allowance full amount net deferred tax assets due uncertainty generating future profits would allow realization deferred tax asset 11 subsequent events subsidiary company submitted application registration us national futures associations nfa approved registration make attractive business company increase potential company business us market see note 9 regarding legal proceedings part iii item 8 item 7 financial statements supplementary data finotec group inc consolidated financial statements years ended january 31 2010 2009 report independent registered public accounting firm stockholders board directors finotec group inc audited accompanying consolidated balance sheet finotec group inc subsidiaries collectively company january 31 2010 2009 related consolidated statements operations stockholders equity cash flows two years period ended january 31 2010 consolidated financial statements responsibility companys management responsibility express opinion consolidated financial statements based audit financial statements finotec trading uk finotec trading cyprus year ended january 312010 statement reflect total revenues constituting 60 percent consolidated total revenues year ended january 312010 financial statements audited auditors whose report furnished us opinion insofar relates amount included finotec trading uk cyprus year ended january 31 2010 based solely report auditors conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audits included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness companys internal control financial reporting accordingly express opinion audit includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion based audits report auditors consolidated financial statements referred present fairly material respects financial position company january 31 2010 2009 results operations cash flows two years period ended january 31 2010 conformity accounting principles generally accepted united states america gvilli co gvilli co april 25 2010 casarea israel financial statements year ended january 31 2010 finotec group inc consolidated balance sheet finotec group inc consolidated statement operations finotec group inc consolidated statement cashflows finotec group inc consolidated statement stockholders equity finotec group inc notes consolidated financial statements 1 description business finotec group inc “finotec inc nevada corporation principally engaged whollyowned subsidiaries offering foreign currency market trading professionals retail clients webbased trading system shares finotec began trading counter bulletin board listings otcbb ftgi finotec groups united kingdom subsidiary finotec trading uk limited authorized uk’s financial services authority fsa act market maker defined fsa united kingdom november 9 2007 finotec trading uk limited approved fsa market maker principal thus finotec trading uk limited may offer uk clients certain regulated investment instruments commodity futures commodity options commodity futures contract differences futures options rights interests investments rolling spot forex contracts spread bets risk management finotec group activities give rise risks monitored managed follows credit risk clients required deposit cleared funds margin trade client margin falls minimum required maintain position notified margin call reduce positions provide additional funds time client margin call company may discretion liquidate clients positions order bring back line margin requirements company also potential credit risk exposure market counterparties hedges banks company defined risk appetite exposure market counterparty bank credit exposure liquidity risk company significant net cash balances balance sheet date continually monitors capital adequacy foreign currency risk company financial instruments denominated predominantly us dollars gains losses arising companys exposure recognised profit loss account market price risk market risk arises open contracts customers counterparties exposure market risk closely monitored accordance limits reduced hedging finotec group inc notes consolidated financial statements 2 summary significant accounting policies principles consolidation consolidated financial statements include accounts finotec inc wholly owned subsidiaries finotec trading inc “finotec trading” owned subsidiaries finotec trading cyprus ltd finotec usa inc finotec trading uk ltd finotec group inc 997 owned subsidiary finologic formerly forexcash global trading ltd “finologic” collectively referred “company” unless otherwise indicated material inter company transactions balances eliminated consolidation since liabilities finologic exceed assets owner 03 minority interest obligation supply additional capital minority interest recorded consolidated financial statements fixed assets fixed assets stated cost less accumulated depreciation office furniture equipment depreciated using straightline method seven years computer equipment software depreciated using straightline method three years leasehold improvements amortized straightline basis lesser useful life lease repairs maintenance costs expensed incurred costs software acquired along payroll costs consulting fees relating development internal use software including used provide internet solutions capitalized software placed service costs amortized estimated useful life cash equivalents company considers highly liquid debt instruments purchased original maturities three months less cash equivalents revenue recognition finotec acts market maker customers based prices traded inter bank market recognizes loss revenue customers close transactions foreign currencies also open customer positions showing gain loss compensation inside system customers finotec turns institutions clear contracts recognizes loss revenue actions derivative financial instruments income taxes deferred taxes determined based differences financial reporting tax basis assets liabilities estimated using tax rates laws effect differences expected reverse valuation allowance provided based weight available evidence considered likely portion deferred tax assets realized inotec group inc notes consolidated financial statements 2summary significant accounting policies continued use estimates preparation financial statements conformity accounting principles generally accepted united states america requires management make estimates assumptions affect certain reported amounts disclosures actual results could differ estimates translation foreign currencies finologic ltd fino consulting ltd finotec trading cyprus ltd finotec trading uk ltd operated primarily local currencies represent functional currencies subsidiaries forexcash ltd finotec trading uk ltd finotec trading cyprus ltd encompass substantial part companys operations assets liabilities finologic ltd fino consult ltd finotec trading cyprus ltd finotec trading uk ltd translated us dollars using exchange rate prevailing balance sheet date income expense amounts translated average exchange rates year translation adjustments included accumulated comprehensive income loss separate component stockholders’ equity fair value financial instruments sfas 107 disclosures fair value financial instruments requires disclosure fair value certain financial instruments carrying value financial instruments include cash equivalents loans payable customer deposits accrued expenses approximate fair values due shortterm nature financial instruments carrying value company’s note receivable approximates fair value based management’s best estimate future cash collections earning per common share basic earnings per share based weighted effect common shares issued outstanding calculated dividing net income loss weighted average shares outstanding period diluted earnings per share calculated dividing net income loss weighted average number common shares used basic earnings per share calculation plus number common shares would issued assuming exercise conversion stock options dilutive effect stock options assumed years ended january 31 2010 2009 effect securities antidilutive finotec group inc notes consolidated financial statements derivative financial instruments company follows sfas 133 accounting derivative instruments hedging activities related amendments account derivative transactions company accounts forward foreign currency exchange contracts derivative financial instruments company uses derivative instruments part assetliability management activities meet risk management needs clients part trading activity account derivative financial instruments carried fair value realized unrealized gains losses included net gain foreign currency future operations summary significant accounting policies included note 2 accompanying financial statements believe application policies consistent basis enables company provide useful reliable financial information companys operating results financial condition preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amounts revenues expenses reporting period actual results may differ estimates account stock options issued employees accordance provisions sfas 123r sharebased payment december 2004 fasb issued sfas 123r replaces sfas 123 supersedes apb opinion 25 sfas 123r companies required measure compensation costs share based compensation arrangements based grant date fair value recognize costs financial statements period employees required provide services share based compensation arrangements include stock options restricted share plans performance based awards share appreciation rights employee share purchase plans march 2005 sec issued staff accounting bulletin 107 sab107 sab 107 expresses views staff regarding interaction sfas 123r certain sec rules regulations provides staffs views regarding valuation share based payment arrangements public companies sfas 123r permits public companies adopt requirements using one two methods april 14 2005 sec adopted new rule amending compliance dates sfas 123r companies may elect apply statement either prospectively modified version retrospective application financial statements prior periods adjusted basis consistent pro forma disclosures required periods sfas123 effective january 1 2007 fully adopted provisions sfas 123r related interpretations provided sab 107 compensation cost measured date grant excess current market price underlying stock exercise price compensation amounts amortized respective vesting periods option grant apply statement prospectively valuation share based payments requires significant judgment exercise judgment determining various assumptions associated share based payments well expected volatility related fair value base estimate share based payments interpretation underlying agreements historical volatility stock price finotec group inc notes consolidated financial statements 3 accounting policies continued account investment equity securities pursuant statement financial accounting standards sfas no115 standard requires investments equity securities readily determinable fair values measured fair value balance sheet unrealized holding gains losses investments available sale equity securities investments trading equity securities recorded component stockholders equity statement operations respectively furthermore provides factors lead us determine fair value certain financial instruments impaired adjust carrying value investments fair value marketable securities consist principally corporate stocks management classified company’s marketable securities available sale securities accompanying consolidated financial statements marketable securities availableforsale securities carried fair value unrealized gains losses reported separate component stockholders’ equity realized gains losses availableforsale securities included interest income gains losses realized unrealized measured using specific identification method market value determined recently traded price security balance sheet date january 31 2010 market value security equals cost 4 advertising expense company expenses advertising costs incurred advertising expenses included profit losses total amount marketing years ended january 31 2010 2009 amounted 670387 1608866 respectively finotec group inc notes consolidated financial statements 5 property equipment consist following january 31 2010 6 related party transactionsloans finotec inc holding company operates via wholly owned subsidiaries within group various inter company agreements setting different undertakings companies commissions paid transactions company place time intercompany loans granted interest rates company believes reflect market conditions time finotec group inc notes consolidated financial statements 7stockholders’ equity april 30 2009 company entered definitive agreement sale 3200000 shares common stock price 0125 per share total 400000 shares common stock sold private placement offering registered may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement offering closed april 30 2009 september 2 2009 company entered definitive agreements sale 17218000 common shares price 025 per share shares common stock sold private placement offering registered act may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement summary description financing described purport complete qualified entirety reference stock purchase agreement filed exhibit hereto offering closed september 2 2009 july 31 2009 company entered definitive agreement sale 11111111 common shares price 018 per share well 2780000 common shares price 025 per share shares common stock sold private placement offering registered act may offered sold absent registration applicable exemption registration requirements shares subject well registration rights agreement transaction closed july 31st 2009 8stock options year 2007 board directors finotec group inc company approved resolution authorise 18000000 shares common stock make option grants company’s amended restated 2007 equity incentive plan “plan” available issued companies employees excluding shareholder xx company board intends options exercise price per share less market price per share company’s common stock january 31 2010 options issued employees year 2010 2000000 shares approved issue employees summary company issued common shares warrants follows excluding plan warrants exercisable average 38 cents per share finotec group inc notes consolidated financial statements 9 derivative financial instruments derivative financial instruments consist company’s forward foreign exchange currency contracts agreements exchange specific amounts currencies future date specific rate exchange foreign exchange contracts entered primarily meet foreign exchange risk management needs company’s clients major risk associated instrument foreign exchange rates could change unanticipated manner resulting loss underlying value instrument company mitigates risk using hedging techniques limit exchange rate exposure company accounts foreign exchange contracts fair value hedges per fasb 133 gains losses recognized earnings fair value instruments reported assetsliabilities consolidated balance sheet legal proceedings normal course business finotec clients claims alleged trading profits losses clients considered due current amounts question us 200000 finotec’s view insufficient basis claims management expect claims material effect companys financial position results operations 11 commitments finologic ltd finotec trading cyprus ltd finotec trading uk ltd lease offices space facilities lease period two three years rent expense included profit losses total amount selling general administrative years ended january 31 2010 2009 amounted 532982 255054 respectively 12 income taxes realization future tax benefits related deferred tax assets dependent many factors including company’s ability generate taxable income within net operating loss carry forward period company provided valuation allowance full amount net deferred tax assets due uncertainty generating future profits would allow realization deferred tax asset 13 subsequent events see note 10 regarding legal proceedings part iii item 8 item 7 managements discussion analysis financial condition results operations past two fiscal years company dormant may 31 1998 company remains development stage enterprise without business operations companys officers directors continue seek investment capital possible merger acquisition candidates company source funds working capital plans finance expenses incident maintenance corporate status including legal accounting filing fees similar costs primarily advances officers directors sale additional shares results operations development stage loss decreased 1275 fiscal 1998 7630 fiscal 1997 decreases attributable timing audit fees included general administrative expenses see discussion regarding changes amounts previously reported year ended may 31 1995 item 9 item 9 changes disagreements accountants accounting financial disclosure effective january 1 1995 companys prior auditors oneal white pc merged audit practice firm c williams associates pc houston texas preceding two fiscal years ending may 31 1994 january 1 1995 company disagreements oneal white pc matter accounting principles practices financial statement disclosure auditing scope procedure february 1996 texas state board public accountancy revoked license charles r williams principal c williams associates sec required company may 31 1995 financial statements reaudited result retained firm bateman blomstrom co known bateman co inc pc auditors conducted reaudit may 31 1995 result audit company restated certain accounting items including following 1 investment super brakes inc restated value 10 previous 542 2 shares issued officers directors services creating business plan super brakes originally capitalized organization expenses 18192 charged expense result reaudit 3 7541680 shares companys stock originally issued two officers connection super brakes business plan development recontributed back company october 1995 return retroactively recorded may 31 1995 result adjustments reaudit companys stockholders equity decreased 20242 13516 net loss restated 3935 26266 part iii item 10 directors executive officers registrant following person directors indicated executive officers company served respective positions since indicated dates 1 joined company may 7 1990 dr everett renger practicing orthodontist houston texas since 1973 received bachelor science doctor dental science degrees baylor university master science orthodontics university texas dental school dr renger member american association orthodontists southwest society orthodontists american dental association texas dental association houston district dental society baylor dental alumni association university texas orthodontic alumni association currently serving peer review committee houston district dental society president wilson radiographic centers houston mr carl nation founded super brakes inc 1981 along dr renger acquired controlling interest company 1990 order provide public vehicle facilitate growth automotive aftermarket field mr nation selfemployed financial consultant fort worth texas area past fifteen years representing several major industries including precious metals banks municipalities various government private businesses effective june 1 1995 mr nation became full time employee company full time employment terminated prior may 31 1996 mr nation held prior position vice president general manager insurers america representing lloyds america mr nation completed executive management program consisted six months manufacturing shipping receiving inventory control sales management upon completion served marketing director northeastern united states kelsey hayes company major manufacturer disc brakes managed sales personnel opened new distribution channels organized sales product clinics automotive manufacturing warehousing national accounts mass merchants municipalities state governments became district manager new england district monroe auto equipment company manufacturer shock absorbers monroe directed sales force marketing products national accounts mass merchants automotive distribution centers jobbers dealers also organized instructed approximately fifty product sales clinics annually responsibilities included administration sales training new distribution arranging credit financial institutions new customers marketing director nine northeastern states belden corporation manufacturer electrical wire cable held prior position operations department manager hartford national bank mr nation honorably discharged united states marine corps mr steven r paige graduated university new york albany 1984 bachelor science degree business administration achieved enlisted us air force upon completion enlistment degree requirements mr paige worked major television station denver colorado account executive 1986 joined one denvers prominent advertising agencies within two years mr paige personally responsible doubling firms gross revenues acquiring three national accounts promoted executive vice president new responsibilities included personnel development full creative buying authority future business development 1988 left agency formed marketing company paige group pursued new areas marketing advertising finance clients march 1989 june 1990 mr paige sales manager mike naughton ford company full responsibility hiring training sales personnel well total responsibility movement inventory including advertising marketing promotional activities implementation creative marketing sales techniques instrumental bringing dealership seventh place rating number one rating little year june 1990 december 1991 mr paige general manager metro toyota overall responsibility dealership including inventory control budgeting sales performance service maintenance operations total income performance january 1992 may 1995 sales manager general manager massey cadillac member largest cadillac group world total responsibility dealeroperator including procurement major inventory implementation marketing sales techniques brought dealership number six rating number one rating less six months mr paige associated condor west corporation mr carl nation director five years effective june 1 1995 became fulltime employee company full time employment terminated prior may 31 1996 mr terrance l rasmussen employed management position hilti corporation since 1990 responsibilities include inventory control internal auditing prior employed plate service inc sears roebuck company computerized accounting systems additional areas experience accounts payable accounts receivable payroll tax consulting mr rasmussen also analyzed company operations purposes recommending changes improvement potential companies takeover based profitability potential major projects included areas real estate manufacturing agriculture mr rasmussen licensed nasd account executive national brokerage firm developed corporate individual accounts provided guidance clients determined investment objectives developed solid portfolios according objectives using stocks bonds mutual funds received bachelors degree business management finance iowa state university ames iowa attended metropolitan state university minneapolis minnesota obtained degree accounting mr rasmussen also cpa item 11 management remuneration may 31 1995 companys officers received compensation paid officers year ended may 31 1996 aggregated 191807 paid three officers single officer received compensation excess 100000 officers terminated employment prior may 31 1996 compensation paid year ended may 31 1997 1998 company adopted stock option plans long term compensation payouts deferred compensation plans incentive plans pension plans changeincontrol arrangements compensation plans companys officers reimbursed reasonable business expenses incurred connection activities behalf item 12 security ownership certain beneficial owners management officers directors persons beneficially owning 5 14939468 shares common stock outstanding may 31 1996 follows 1 october 10 1995 messrs renger nation returned 3770840 shares company antidilutionary measure shares shown net returned shares item 13 certain relationships related transactions see item 1 organization business discussion acquisition outstanding stock super brakes inc dr renger mr nation april 28 1995 may 30 1995 june 22 1995 john murdock iii director loaned company 100000 occasion total 300000 notes bore interest 15 due payable two years date terms notes mr murdock option convert note 130000 shares common stock company however june 30 1995 notes accrued interest 4068 converted 540000 shares stock rate 0563 per share year ended may 31 1998 certain officers directors paid expenses company without seeking reimbursement without receiving stock therefor amounts paid follows paid amount dr everett renger 1175 carl nation 100 total 1275 amounts paid included operating expenses accompanying financial statements part iv item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1998 description report independent certified public accountants balance sheets may 31 1998 1997 statements loss periods ended may 31 1998 1997 1996 statements stockholders equity years ended may 31 1998 1997 1996 statements cash flows periods ended may 31 1998 1997 1996 notes financial statements bateman co inc pc certified public accountants 5 briardale court houston texas 770272904 713 5529800 fax 713 5529700 report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1998 1997 related statements loss stockholders equity cash flows periods ended may 31 1998 1997 1996 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1998 1997 results operations cash flows periods ended may 31 1998 1997 1996 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 6 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters also described note 6 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas december 1 1998 condor west corporation development stage enterprise balance sheets may 31 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1998 1997 1996 accompanying notes integral part statements condor west corporation development stage enterprise statements stockholders equity years ended may 31 1998 1997 1996 accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1998 1997 1996 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect estimates may 31 1998 1997 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighted average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange 499468 0677 33825 debt 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently returned 7541680 001 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 63095 shares issued debt accrued interest 540000 563 304068 63095 shares issued services 200000 001 200 80895 shares issued services 200000 001 200 cumulative total 14939468 371668 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 may 31 1998 1997 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1998 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 2012 1275 total net operating loss carryover 379684 current provision refundable federal income tax consists following 1998 1997 refundable federal income tax attributable current operations 200 1145 less limitation due absence prior year taxable income 200 1145 net refundable amount deferred federal income tax consists following 1998 1997 deferred tax asset attributable net operating loss carryover 132900 132400 less valuation allowance 132900 132400 net deferred tax asset note 4 commitments company previously obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 december 1995 auto lease obligations assumed two officers company related vehicles retained may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases 22193 1996 note 5 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 6 uncertainty going concern may 31 1998 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated january 19 1999 dr everett renger dr everett renger chairman board dated january 19 1999 carl nation carl nation president ceo director dated january 19 1999 steven r paige steven r paige executive vice president director dated january 19 1999 terrance rasmussen terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated january 19 1999 dr everett renger dr everett renger chairman board item 7 managements discussion analysis financial condition results operations may 31 1999 company remains development stage enterprise without business operations companys officers directors continue seek investment capital possible merger acquisition candidates company source funds working capital plans finance expenses incident maintenance corporate status including legal accounting filing fees similar costs primarily advances officers directors sale additional shares results operations development stage loss increased 4932 fiscal 1999 1275 fiscal 1998 decreases attributable timing audit fees included general administrative expenses item 9 changes disagreements accountants accounting financial disclosure changes accountants current fiscal year disagreements companys independent certified public accountants regarding accounting financial disclosure matters part iii item 10 directors executive officers registrant following person directors indicated executive officers company served respective positions since indicated dates name age position dr everett renger 1 55 chairman carl nation 1 63 president ceo elected 91097 steven r paige 1 36 executive vicepresident terrance l rasmussen 1 36 vice president secretary treasurer 1 joined company may 7 1990 dr everett renger practicing orthodontist houston texas since 1973 received bachelor science doctor dental science degrees baylor university master science orthodontics university texas dental school dr renger member american association orthodontists southwest society orthodontists american dental association texas dental association houston district dental society baylor dental alumni association university texas orthodontic alumni association currently serving peer review committee houston district dental society president wilson radiographic centers houston mr carl nation founded super brakes inc 1981 along dr renger acquired controlling interest company 1990 order provide public vehicle facilitate growth automotive aftermarket field mr nation selfemployed financial consultant fort worth texas area past fifteen years representing several major industries including precious metals banks municipalities various government private businesses effective june 1 1995 mr nation became full time employee company full time employment terminated prior may 31 1996 mr nation held prior position vice president general manager insurers america representing lloyds america mr nation completed executive management program consisted six months manufacturing shipping receiving inventory control sales management upon completion served marketing director northeastern united states kelsey hayes company major manufacturer disc brakes managed sales personnel opened new distribution channels organized sales product clinics automotive manufacturing warehousing national accounts mass merchants municipalities state governments became district manager new england district monroe auto equipment company manufacturer shock absorbers monroe directed sales force marketing products national accounts mass merchants automotive distribution centers jobbers dealers also organized instructed approximately fifty product sales clinics annually responsibilities included administration sales training new distribution arranging credit financial institutions new customers marketing director nine northeastern states belden corporation manufacturer electrical wire cable held prior position operations department manager hartford national bank mr nation honorably discharged united states marine corps mr steven r paige graduated university new york albany 1984 bachelor science degree business administration achieved enlisted us air force upon completion enlistment degree requirements mr paige worked major television station denver colorado account executive 1986 joined one denvers prominent advertising agencies within two years mr paige personally responsible doubling firms gross revenues acquiring three national accounts promoted executive vice president new responsibilities included personnel development full creative buying authority future business development 1988 left agency formed marketing company paige group pursued new areas marketing advertising finance clients march 1989 june 1990 mr paige sales manager mike naughton ford company full responsibility hiring training sales personnel well total responsibility movement inventory including advertising marketing promotional activities implementation creative marketing sales techniques instrumental bringing dealership seventh place rating number one rating little year june 1990 december 1991 mr paige general manager metro toyota overall responsibility dealership including inventory control budgeting sales performance service maintenance operations total income performance january 1992 may 1995 sales manager general manager massey cadillac member largest cadillac group world total responsibility dealer operator including procurement major inventory implementation marketing sales techniques brought dealership number six rating number one rating less six months mr paige associated condor west corporation mr carl nation director five years effective june 1 1995 became fulltime employee company full time employment terminated prior may 31 1996 mr terrance l rasmussen employed management position hilti corporation since 1990 responsibilities include inventory control internal auditing prior employed plate service inc sears roebuck company computerized accounting systems additional areas experience accounts payable accounts receivable payroll tax consulting mr rasmussen also analyzed company operations purposes recommending changes improvement potential companies takeover based profitability potential major projects included areas real estate manufacturing agriculture mr rasmussen licensed nasd account executive national brokerage firm developed corporate individual accounts provided guidance clients determined investment objectives developed solid portfolios according objectives using stocks bonds mutual funds received bachelors degree business management finance iowa state university ames iowa attended metropolitan state university minneapolis minnesota obtained degree accounting mr rasmussen also cpa item 11 management remuneration may 31 1995 companys officers received compensation paid officers year ended may 31 1996 aggregated 191807 paid three officers single officer received compensation excess 100000 officers terminated employment prior may 31 1996 compensation paid year ended may 31 1998 1999 company adopted stock option plans long term compensation payouts deferred compensation plans incentive plans pension plans changeincontrol arrangements compensation plans companys officers reimbursed reasonable business expenses incurred connection activities behalf item 12 security ownership certain beneficial owners management officers directors persons beneficially owning 5 14939468 shares common stock outstanding may 31 1999 follows name officer director shares percent dr everett renger yes 5325000 1 356 carl nation yes 5325000 1 356 steven r paige yes 1000000 67 terrance l rasmussen yes 300000 20 officers directors group 11950000 799 1 october 10 1995 messrs renger nation returned 3770840 shares company antidilutionary measure shares shown net returned shares item 13 certain relationships related transactions see item 1 organization business discussion acquisition outstanding stock super brakes inc dr renger mr nation april 28 1995 may 30 1995 june 22 1995 john murdock iii director loaned company 100000 occasion total 300000 notes bore interest 15 due payable two years date terms notes mr murdock option convert note 130000 shares common stock company however june 30 1995 notes accrued interest 4068 converted 540000 shares stock rate 0563 per share year ended may 31 1999 certain officers directors paid expenses company without seeking reimbursement without receiving stock therefor amounts paid follows paid amount dr everett renger 3660 carl nation 0 total 3660 amounts paid included operating expenses accompanying financial statements part iv item 14 exhibits financial statements schedules reports form 8k exhibit 27 financial data schedule index financial statements schedules required items 8 item 13 index financial statements reports independent certified public accountants balance sheets may 31 1999 1998 statements loss periods ended may 31 1999 1998 1997 statements stockholders equity years ended may 31 1999 1998 1997 statements cash flows periods ended may 31 1999 1998 1997 notes consolidated financial statements b financial statement schedules omitted absence conditions required information required omitted schedule contained financial statements notes thereto letterhead bateman co inc pc report independent certified public accountants board directors stockholders condor west corporation houston texas audited accompanying balance sheets condor west corporation development stage enterprise may 31 1999 1998 related statements loss stockholders equity cash flows periods ended may 31 1999 1998 1997 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audits accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1999 1998 results operations cash flows periods ended may 31 1999 1998 1997 conformity generally accepted accounting principles accompanying financial statements prepared assuming company continue going concern discussed note 6 financial statements company exhausted cash operations employees assets factors raise substantial doubt ability continue going concern managements plans regard matters described note 6 financial statements include adjustments might result outcome uncertainty bateman co inc pc houston texas july 6 1999 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise statements cash flows periods ended may 31 1999 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise statements cash flows periods ended may 31 1999 1998 1997 accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents fair value financial instruments derivative financial instruments company adopted statement financial accounting standards number 119 disclosure derivative financial instruments fair value financial instruments carrying amounts cash accounts payable accrued expenses approximate fair value short maturity items carrying amount long term debt approximates fair value interest rate instrument approximates market interest rate fair value estimates subjective nature involve uncertainties matters significant judgment therefore cannot determined precision changes assumptions could significantly affect condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 estimates may 31 1999 1998 company derivative financial instruments office computer equipment office computer equipment stated cost less accumulated depreciation computed principally straight line method estimated useful lives assets depreciation taken straightline method tax purposes also using lives prescribed internal revenue code similar book basis lives federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock company adopted fasb statement number 128 earnings per share became effective periods ending december 15 1997 simplified standards computing earnings per share also makes comparable international eps standards replaces presentation primary eps presentation basic eps also requires dual presentation basic diluted eps face income statement entities complex capital structures requires reconciliation numerator denominator basic eps computation numerator denominator diluted eps computation accompanying financial statements basic earnings per share common stock computed dividing net income weighted average number shares common stock outstanding period company complex capital structure requiring computation diluted earnings per share note 2 issuance stock since inception company issued shares common stock follows condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 shares 532 deemed issued services charged expense may 18 1996 super brakes investment sold back cochairman 10 condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 may 31 1999 1998 company abandoned plans enter retail automobile services field engaged seeking business opportunities note 3 federal income tax company follows statement financial accounting standards number 109 sfas 109 accounting income taxes deferred income taxes reflect net effect temporary difference carrying amounts assets liabilities financial purposes amounts used income tax reporting purposes b net operating loss carryforwards provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized current provision refundable federal income tax consists following cumulative tax effect expected rate 34 significant items comprising companys net deferred tax amounts may 31 1999 1998 follows may 31 1999 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 2006 9553 2007 8904 2008 8903 2009 2010 26266 2011 290063 2012 7630 2013 1275 2014 4932 total net operating loss carryover 384616 note 4 commitments company previously obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 december 1995 auto lease obligations assumed two officers company related vehicles retained obligations leases assumed paid officers company incurred rental expense years ended may 31 1999 1998 1997 note 5 year 2000 issues inasmuch company dormant utilize computers management believes year 2000 issue relating computers material effect companys financial position note 6 uncertainty going concern may 31 1999 company exhausted cash operations employees assets although management currently seeking additional business opportunities sources equity debt financing assurance activities successful accordingly company must rely officers directors perform essential functions provide funds pay essential expenses business operation commenced factors raise substantial doubt ability company continue going concern financial statements include adjustments might result outcome uncertainty note 7 new accounting pronouncements financial accounting standards board issued several new accounting pronouncements may affect company future years fasb statement number 129 disclosure information capital structure effective periods ending december 15 1997 establishes standards disclosing information condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 entitys capital structure pronouncement significant effect companys financial statement disclosures fasb statement number 130 reporting comprehensive income became effective fiscal years beginning december 15 1997 establishes standards reporting display comprehensive income components revenues expenses gains losses full set generalpurpose financial statements statement requires items required recognized accounting standards components comprehensive income reported financial statement displayed prominence financial statements company comprehensive income net income last two fiscal years fasb statement number 131 disclosures segments enterprise related information became effective fiscal years beginning december 15 1997 establishes standards way public business enterprises report information operating segments annual financial statements requires enterprises report selected information operating segments interim financial reports issued shareholders also establishes standards related disclosures products services geographic areas major customers company one business segment pronouncement material effect current year fasb statement number 132 employers disclosures pensions postretirement benefits became effective fiscal years beginning december 15 1997 revises employers disclosures pension postretirement benefit plans change measurement recognition plans standardizes disclosure requirements pensions postretirement benefits extent practicable requires additional information changes benefit obligations fair values plan assets facilitate financial analysis eliminates certain disclosures since company pension postretirement benefit plans pronouncement effect current year fasb statement number 133 accounting derivative instruments hedging activities becomes effective fiscal years beginning june 15 1999 establishes accounting reporting standards derivative instruments including certain derivative instruments embedded contracts collectively referred derivatives hedging activities company believe pronouncement material effect financial statements near future fasb statement number 134 accounting mortgagebacked securities retained securitization mortgage loans held sale mortgage banking enterprise becomes effective fiscal years beginning december 15 1998 expected apply company condor west corporation development stage enterprise notes financial statements may 31 1999 1998 1997 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation july 9 1999 dr everett renger dated dr everett renger chairman board july 9 1999 carl nation dated carl nation president ceo director july 9 1999 steven r paige dated steven r paige executive vice president director july 9 1999 terrance rasmussen dated terrance rasmussen secretary treasurer director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated july 9 1999 dated dr everett renger dr everett renger chairman board item 7 managements discussion analysis financial condition results operations company limited funds last several years however april may june 1995 company received 300000 loans directorstockholder see item 13 provide working capital commence active operations beginning june 1995 fiscal year ended may 31 1996 company issued 540000 shares stock director full payment notes plus accrued interest 4068 company continue seek longterm capital future offerings equity andor longterm financing investors financial institutions management anticipate companys continuing capital requirements near term exceed ability obtain resources believes timing requirements foreseeable funds available basis sufficient satisfy timely manner management may increase reduce working capital times sole discretion deems appropriate company may also establish increase decrease reserves addition working capital discretion management companys reserves generally available satisfy working capital operating expense needs company also available pay excess third party costs expenses incurred company connection administration results operations company operations past three years however company began seeking may 1995 established business could acquired leveraged buyout provide operating entity begin super brakes operations see discussion regarding changes amounts previously reported year ended may 31 1995 item 9 item 9 changes disagreements accountants accounting financial disclosure effective january 1 1995 companys prior auditors oneal white pc merged audit practice firm c williams associates pc houston texas preceding two fiscal years ending may 31 1994 january 1 1995 company disagreements oneal white pc matter accounting principles practices financial statement disclosure auditing scope procedure february 1996 texas state board public accountancy revoked license charles r williams principal c williams associates sec required company may 31 1995 financial statements reaudited result retained firm bateman blomstrom co auditors conducted reaudit may 31 1995 result reaudit company restated certain accounting items including following 1 investment super brakes inc restated value 10 previous 542 2 shares issued officers directors services creating business plan super brakes originally capitalized organization expenses 18192 charged expense result reaudit 3 7541680 shares companys stock originally issued two officers connection super brakes business plan development recontributed back company october 1995 return retroactively recorded may 31 1995 result adjustments reaudit companys stockholders equity decreased 20242 13516 net loss restated 3935 26266 part iii item 10 directors executive officers registrant following person directors indicated executive officers company served respective positions since indicated dates dr everett renger 1 53 cochairman carl nation 1 61 cochairman wade althen 2 53 president ceo david christman 2 53 vice president finance treasurer cfo steven r paige 1 34 vice president operations coo terrance l rasmussen 1 34 vice president secretary dennis l swenson 3 44 vice president human resources john murdock iii 3 51 dr felix f banchs 3 56 1 joined company may 7 1990 2 joined company august 4 1993 3 joined company may 12 1995 dr everett renger practicing orthodontist houston texas since 1973 received bachelor science doctor dental science degrees baylor university master science orthodontics university texas dental school dr renger member american association orthodontists southwest society orthodontists american dental association texas dental association houston district dental society baylor dental alumni association university texas orthodontic alumni association currently serving peer review committee houston district dental society president wilson radiographic centers houston mr carl nation founded super brakes inc 1981 along dr renger acquired controlling interest company 1990 order provide public vehicle facilitate growth automotive aftermarket field mr nation selfemployed financial consultant fort worth texas area past fifteen years representing several major industries including precious metals banks municipalities various government private businesses effective june 1 1995 mr nation became full time employee company mr nation held prior position vice president general manager insurers america representing lloyds america mr nation completed executive management program consisted six months manufacturing shipping receiving inventory control sales management upon completion served marketing director northeastern united states kelseyhayes company major manufacturer disc brakes managed sales personnel opened new distribution channels organized sales product clinics automotive manufacturing warehousing national accounts mass merchants municipalities state governments became district manager new england district monroe auto equipment company manufacturer shock absorbers monroe directed sales force marketing products national accounts mass merchants automotive distribution centers jobbers dealers also organized instructed approximately fifty product sales clinics annually responsibilities included administration sales training new distribution arranging credit financial institutions new customers marketing director nine northeastern states belden corporation manufacturer electrical wire cable held prior position operations department manager hartford national bank mr nation honorably discharged united states marine corps mr wade althen began functioning presidentceo company full time basis effective june 1 1995 april may 1995 served licensed manager employment world inc north little rock arkansas may 1992 march 1995 employed national education centers inc subsidiary national education corporation nyse company positions national education corporation included business instructor economics accounting computer science cochair business department may 1992 june 1993 july 1993 june 1994 education director charge curriculum hiring scheduling training instructional staff budgeting attrition student body filing accreditation reports positions little rock arkansas campus june 1994 mr althen appointed director president fort worth texas campus resignation march 1995 february 1987 may 1992 selfemployed certified public accountant financial consultant north little rock arkansas provided executive level management eighteen last twentyone years including four years chief executive commercial bank one year chief executive officer publicly traded petroleum company two years managing partner cpa firm mr althen prepared provided oversight preparation budgets many industries banking industry planned significant growth utilizing financial human resources enable seventy year old bank double size within four years petroleum industry established executed plan made publicly traded company reorganization viable acquisition candidate experienced preparation initial registrations public corporations securities exchange commission reports conducted audits many types industries submitted financial statements clients regulatory agencies also experience statements required federal deposit insurance corporation banking agencies 1970 mr althen obtained bachelor science degree accounting arkansas state university received one year post graduate training stonier graduate school banking rutgers university certified public accountant since 1972 mr david christman senior financial analyst intellicap limited since november 1994 working ministry finance state kuwait develop administer governments countertrade offset program duties include working supply contractors contributed design programs guidelines designed implemented financial performance model evaluating feasibility acceptability business plans submitted contractors also developed training program teaches finance kuwaiti staff january 1991 november 1994 principal david christman associates independent financial management consulting firm dallas texas work consisted installing management accounting systems job cost reporting systems standard cost accounting systems phases financial management procedures policies also helped restructuring organizations wrote job descriptions designed installed incentive plans employee evaluation procedures provided management training wrote employee handbooks installed management objectives mbo programs february 1988 january 1991 served management consultant george may international company duties included aspects financial organizational management consulting well computer installation mr christman holds bachelor science business administration degree major accounting rochester institute technology new york completed postgraduate program finance statistics mr steven r paige graduated university new york albany 1984 bachelor science degree business administration achieved enlisted us air force upon completion enlistment degree requirements mr paige worked major television station denver colorado account executive 1986 joined one denvers prominent advertising agencies within two years mr paige personally responsible doubling firms gross revenues acquiring three national accounts promoted executive vice president new responsibilities included personnel development full creative buying authority future business development 1988 left agency formed marketing company paige group pursued new areas marketing advertising finance clients march 1989 june 1990 mr paige sales manager mike naughton ford company full responsibility hiring training sales personnel well total responsibility movement inventory including advertising marketing promotional activities implementation creative marketing sales techniques instrumental bringing dealership seventh place rating number one rating little year june 1990 december 1991 mr paige general manager metro toyota overall responsibility dealership including inventory control budgeting sales performance service maintenance operations total income performance january 1992 may 1995 sales manager general manager massey cadillac member largest cadillac group world total responsibility dealeroperator including procurement major inventory implementation marketing sales techniques brought dealership number six rating number one rating less six months mr paige associated condor west corporation mr carl nation cochairman five years effective june 1 1995 became fulltime employee company mr terrance l rasmussen employed management position hilti corporation since 1990 responsibilities include inventory control internal auditing prior employed plate service inc sears roebuck company computerized accounting systems additional areas experience accounts payable accounts receivable payroll tax consulting mr rasmussen also analyzed company operations purposes recommending changes improvement potential companies takeover based profitability potential major projects included areas real estate manufacturing agriculture mr rasmussen licensed nasd account executive national brokerage firm developed corporate individual accounts provided guidance clients determined investment objectives developed solid portfolios according objectives using stocks bonds mutual funds received bachelors degree business management finance iowa state university ames iowa attended metropolitan state university minneapolis minnesota obtained degree accounting mr rasmussen also cpa john murdock iii founder jam consulting service inc principal stockholder chief executive officer founder power nature inc mr murdock served 20 years united states air force obtained extensive training management operations weapons superintendent responsible 250 airmen worked world wide areas europe asia middle east mr murdocks decorations include distinguished flying cross four oak leaf clusters airmans medal valor air medal 18 oak leaf clusters vietnamese cross gallantry bronze star palm leaf 3 oak leaf clusters good conduct medal 7 oak leaf clusters retiring united state air force mr murdock used experience advisor armament mobility officers royal saudi air force worked directly foreign country representatives logistics engineer foreign military sales included sale aircraft defense systems currently agent leasing deeds assignments united states treasuries used aid funding projects require highest contacts banking business mr murdock obtained bs degree troy state unviersity masters business administration personnel administration chapman college doctor laws degree louisiana baptist university dennis l swenson possesses 25 years human resource administrative management experience fortune 500 smaller corporations january 1991 present vice president human resources administration pharmassist inc well owner dls associates human resources consulting firm january 1987 january 1991 director compensation benefits foxmeyer corporation may 1969 december 1986 manager employee benefits burlington northern railroad company foxmeyer corporation established human resource department serving 4500 employees well developing staffing customer service department 45 billion wholly owned subsidiary employed burlington norther inc mr swenson managed administered labor relations functions including negotiation benefits program covering 48000 employees design administrative modifications responsible cost reductions nearly 5 million annually n 1990 served acquisition consultant computer land corporation acquired 750 million nynex business information systems extensive experience conducting audits assure sound feasible business practices based upon corporate liability profit margin dr felix f banchs served mexico project managernationally certified financial counselor national foundation consumer credit fort worth texas 1992 present responsibilities include development implementation supervision debt management financial programs usa puerto rico mexico 1990 1992 director training centro de amistad dallas texas developed supervised vocational training programs 1977 1990 dr banchs vice president administration dean business administration boricua college new york responsilbilities included development business administration curriculum management three campuses tenure faculty student population increased 500 addition dr banchs held executive positions shell oil co baxter travenol laboratories colgatepalmolive dr banchs graduated magna cum laude bba management catholic university puerto rico cum laude masters business administration marketing management st johns university new york earned phd business administration economics columbia university new york dr banchs listed awhos finance industry america veteran united states air force item 11 management remuneration may 31 1995 companys officers received compensation connection activities behalf company however companys officers reimbursed reasonable business expenses incurred connection activities behalf event change control company present shareholders may derive benefit sale shares effective june 1 1995 messrs nations althen paige became fulltime employees company commenced attempts implement business plan activate super brakes level compensation future determined based companys level operations item 12 security ownership certain beneficial owners management officers directors persons beneficially owning 5 21541148 shares common stock outstanding may 31 1995 follows name officer director shares percent dr everett renger yes 9095840 1 422 carl nation yes 9095840 1 422 wade althen yes 1000000 46 steven r paige yes 1000000 46 terrance l yes 300000 14 rasmussen david christman yes 200000 09 officers directors 20691680 961 group 1 subsequent may 31 1995 october 10 1995 messrs renger nation returned 3770840 shares company antidilutionary measure return shares retroactively recorded may 31 1995 item 13 certain relationships related transactions see item 1 organization business discussion acquisition outstanding stock super brakes inc dr renger mr nation april 28 1995 may 30 1995 june 22 1995 john murdock iii director loaned company 100000 occasion total 300000 notes bore interest 15 due payable two years date terms notes mr murdock option convert note 130000 shares common stock company however june 30 1995 notes accrued interest 4068 converted 540000 shares stock rate 0563 per share part iv item 14 exhibits financial statements schedules reports form 8k condor west corporation development stage enterprise may 31 1995 description page reports independent certified public accountants balance sheets may 31 1995 1994 statements loss periods ended may 31 1995 1994 1993 statements stockholders equity years ended may 31 1995 1994 1993 statements cash flows periods ended may 31 1995 1994 1993 notes financial statements bateman blomstrom co certified public accountants 9301 southwest freeway suite 100 houston texas 70741593 713 5529800 713 7714385 fax 713 7715553 report independent certified public accountants board directors stockholders condor west corporation greenwood village colorado audited accompanying balance sheet condor west corporation development stage enterprise may 31 1995 related statements loss stockholders equity cash flows year ended financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1995 results operations cash flows year ended conformity generally accepted accounting principles sbateman blomstrom co bateman blomstrom co houston texas december 5 1996 member international association practising accountants offices principal cities around world oneal white pc certified public accountants 17350 tomball parkway suite 300 houston texas 77064 713 8902554 independent auditors report firm oneal june 5 1994 white pc discontinued practice public accounting board directors shareholders longer provides audit condor west corporation accounting services houston texas document copy latest signed dated audit report issued oneal white audited accompanying balance sheet condor west corporation may 31 1994 1993 related statements operations shareholders equity cash flows three years ended may 31 1994 financial statements responsibility companys management responsibility express opinion financial statements based audit conducted audit accordance generally accepted auditing standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position condor west corporation development stage enterprise may 31 1994 1993 results operations cash flows three years ended may 31 1994 conformity generally accepted accounting principles oneal white pc certified public accountants condor west corporation development stage enterprise balance sheets may 31 1995 1994 1995 1994 assets current assets cash 202905 total current assets 202905 assets 10 total assets 202915 liabilities current liabilities accrued interest 1397 accounts payable related party 15034 total current liabilities 16431 noncurrent liabilities notes payable related party 200000 total liabilities 216431 commitments contingencies stockholders equity deficit common stock par value 001 per share 35000000 shares authorized 13999468 1249468 shares issued outstanding 14000 1250 capital excess par value 53200 deficit accumulated development stage 80716 54450 total stockholders equity deficit 13516 total liabilities stockholders equity 202915 accompanying notes integral part statements condor west corporation development stage enterprise statements loss periods ended may 31 1995 1994 1993 cumulative october 8 may 31 years ended may 31 1995 1994 1993 revenues 191 expenses depreciation amortization 40186 8903 salaries fees services 19589 general administrative 19735 5280 total expenses 79510 24869 8903 income loss 79319 24869 8903 operations income expenses interest 1397 net loss 80716 26266 8903 net loss per common share 0004 0007 weighted average number shares outstanding 7572071 1249468 accompanying notes integral part statements accompanying notes integral part statements accompanying notes integral part statements condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 note 1 organization summary significant accounting policies following summary companys organization significant accounting policies organization nature business condor west corporation company nevada corporation incorporated october 8 1987 engaged organizational activities raising capital investigating business opportunities currently retail automotive services field accordingly company business operations intend engage active business acquires combines operating enterprise date companys activities limited formation initial registration securities identification screening potential business acquisitions current development stage management anticipates incurring substantial additional losses investigates business opportunities basis presentation accounting reporting policies company conform generally accepted accounting principles applicable development stage enterprises uses estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amount revenues expenses reporting period actual results could differ estimates companys periodic filings securities exchange commission include applicable disclosures estimates assumptions uncertainties concentrations products markets could affect financial statements future operations company cash equivalents purposes statement cash flows company considers cash banks money market funds certificates deposit maturity less one year cash equivalents federal income taxes deferred income taxes reported timing differences items income expense reported financial statements reported income tax purposes accordance statement financial accounting standards number 109 accounting income taxes requires use assetliability method accounting income taxes deferred income taxes tax benefits recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases tax loss credit carryforwards deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 company provides deferred taxes estimated future tax effects attributable temporary differences carryforwards realization likely net income per share common stock net income per share common stock computed dividing net income weighed average number shares common stock outstanding period giving retroactive effect stock splits note 2 issuance stock since inception company issued shares common stock follows price per date description shares share amount transactions prior current year 10887 shares issued cash 750000 0275 20625 53190 shares issued exchange debt 499468 0677 33825 subtotal 1249468 54450 transactions current year 12194 shares issued officers directors services 20281680 001 20282 less shares subsequently returned 7541680 001 7542 net shares issued services 12740000 12740 12194 shares issued acquire outstanding stock super brakes inc 10000 001 10 subtotal 12750000 12750 53195 total outstanding 13999468 67200 year ended may 31 1995 company began formulation business plan enter retail automotive service field connection 20281680 shares common stock including 531666 shares described following paragraph issued 8 officers directors services connection proposed business including development business plan subsequently october 10 1995 two officers returned 7541680 shares company cancellation adjustment value services rendered return shares retroactively recorded december 1 1994 shares issued recorded par value approximates fair value services rendered charged expense incurred also december 1 1994 company issued 541666 shares chairman cochairman condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 exchange outstanding stock super brakes inc super brakes inactive corporation assets liabilities operations formed engage proposed retail automotive services business total shares issued 10000 shares 10 capitalized investment cost remaining 531666 532 deemed issued services charged expense subsequent may 31 1995 may 18 1996 super brakes investment sold back cochairman 10 investment included among assets accompanying balance sheet note 3 notes payable related party company indebted two promissory notes payable director dated april 28 1995 may 30 1995 amount 100000 notes due two years date bear interest 15 unsecured june 22 1995 director loaned additional 100000 company similar terms june 30 1995 three loans plus accrued interest 4068 exchanged 540000 shares common stock rate 0563 per share note 4 federal income tax provision currently refundable federal income tax made accompanying statements loss recoverable taxes paid previously similarly deferred tax asset attributable net operating loss carryforward recognized likely realized may 31 1995 company unused net operating loss carryovers may used offset future taxable income expire follows expires may 31 amount 2004 16233 2005 10857 2006 9553 2007 8904 2008 8903 2009 2010 26266 total net operating loss carryover 80716 note 5 commitments company obligated two operating leases automobiles requiring monthly payments 1342 expiring may 1998 october 1998 aggregate commitments leases may 31 1995 follows condor west corporation development stage enterprise notes financial statements may 31 1995 1994 1993 year ended may 31 amount 1996 16101 1997 15363 1998 3625 may 1995 company also entered lease office space monthtomonth lease requiring monthly rentals 1250 per month total amount charged operations operating leases year ended may 31 1995 1342 december 1995 auto lease obligations assumed two officers company related vehicles retained note 6 accounts payable related party officer company advanced funds paid expenses company aggregating 15035 may 31 1995 amounts repaid company subsequent may 31 1995 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized condor west corporation dated 2697 sdr everett renger dr everett renger cochairman board dated 21497 scarl nation carl nation cochairman board dated 2797 swade althen wade althen president ceo directorr dated 21097 ssteven r paige steven r paige executive vice president coo director dated 21197 sdavid christman david christman treasurer cfo director dated 21197 sterrance rasmussen terrance rasmussen secretary director dated 21497 sjohn murdock john murdock iii director dated 21497 sfelix f banchs dr felix f banchs director dated 21497 sdennis l swenson dennis l swenson vice president human relations director pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated dated 21797 sdr everett renger dr everett renger cochairman board item 7a quantitative qualitative disclosures market risk item inapplicable item 8 item 7a quantitative qualitative disclosures market risk smaller reporting company required provide information item pursuant regulation sk item 8 item 8 financial statements supplementary data online international corporation subsidiary consolidated financial statements independent auditors report january 31 2000 c n e n page independent auditors report 1 consolidated financial statements balance sheet 23 statement operations 4 statement stockholders equity 5 statement cash flows 6 notes financial statements 718 independent auditors report board directors online international corporation audited accompanying consolidated balance sheet online international corporation subsidiary january 31 2000 1999 related consolidated statements operations stockholders equity cash flows years ended january 31 2000 1999 financial statements responsibility companys management responsibility express opinion financial statements based audits conducted audits accordance generally accepted auditing standards require plan perform audits obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects consolidated financial position online international corporation subsidiary january 31 2000 consolidated results operations cash flows years ended january 31 2000 1999 conformity generally accepted accounting principles new york ny march 16 2000 except note 3 date may 10 2000 note 10 date may 30 2000 online international corporation subsidiary consolidated balance sheet online international corporation subsidiary consolidated balance sheet liabilities stockholders equity online international corporation subsidiary consolidated statement operations online international corporation subsidiary consolidated statement stockholders equity online international corporation subsidiary consolidated statement cash flows online international corporation subsidiary notes consolidated financial statements january 31 2000 1 description business organization description business companys operations consist design manufacture lottery tickets play slips automated online contractors parimutuels track betting discussed note 3 company discontinued lottery management consultation segment business recapitalization january 31 1997 online international inc online issued 250 shares series convertible preferred stock exchange issued outstanding shares printing associates inc pai change control pai online shareholders occur result transaction due rights retained former common shareholder ownership preferred stock transaction accounted recapitalization similar reverse acquisition companys equity accordance consensus emerging issues task force 8816 application consensus 8816 requires historic basis pais assets liabilities used since change control onlines shareholders result pai recorded issuance common stock 1320000 net monetary assets online january 31 1997 common stock owned former common shareholder recorded converted preferred stock year ended january 31 1999 online common stock split two one basis online preferred stock split 33334 one basis stock split reflected financial statements per share amounts restated reflect stock split merger transaction september 9 1999 merger date corporation previously known online international inc old online merged condor west corporation condor sec registered nevada corporation material assets liabilities operations prior merger condor effected 48for1 reverse stock split condor surviving legal entity old online ceased exist condor however changed name online international corporation new online common shareholder old online 5507244 issued outstanding merger date received one share new online common share old online common holder old online series preferred shares 7800156 issued outstanding merger date received one share new online series preferred share old online series preferred common shareholder condor 311303 issued outstanding merger date received one share new online common share condor common condor shareholders part merger surrendered 201458 shares recorded onlines treasury stock although condor legal name online international corporation legally surviving corporation old online continuing surviving entity accounting purposes accounting transaction similar reverse takeover wherein old online merged condor financial reporting purposes transaction recorded old online issued 311303 new shares common stock 201458 recorded treasury shares cost 275000 paid condor shares along 80000 professional fees incurred recorded merger expense statement operations online international corporation subsidiary notes consolidated financial statements continued january 31 2000 1 description business organization continued series preferred shares new online rights exceed series preferred shares old online new series preferred share voting rights share common stock except case certain defaults series preferred acquires additional rights also old limitation holders series preferred could convert enough shares common give 20 outstanding common shares eliminated 2 summary significant accounting policies revenue recognition sales recorded date shipment merchandise principles consolidation consolidated financial statements include accounts online international corporation whollyowned subsidiary printing associates inc years ended january 31 2000 1999 1998 collectively referred company material intercompany transactions balances eliminated consolidation unconsolidated subsidiaries 1998 company sold two subsidiaries pap security printing inc pap located pennsylvania wintex international inc located texas owned 49 60 respectively sale pap 268608 collected company 1998 sale wintex international inc includes agreement former subsidiary required pay company 35 gross sales next five years well charges consideration stock debt unpaid dividends company estimated total 493000 fiveyear receivable discounted present value total 461065 sale price subsidiary january 31 2000 company receivable 149117 due inherent uncertainties estimating future gross sales wintex international inc least reasonably possible estimate amount collected therefore fair value receivable change near term january 31 1999 fair values reasonably possible range 100000 200000 inventories stated lower cost market cost determined firstin firstout method property equipment property equipment stated cost less accumulated depreciation computed straightline declining balance methods estimated useful lives assets indicated note 7 leasehold improvements amortized straightline basis life lease maintenance repairs charged income incurred renewals replacements routine nature charged income significantly improve extend life existing property capitalized online international corporation subsidiary notes consolidated financial statements continued january 31 2000 2 summary significant accounting policies continued upon sale retirement property equipment cost related accumulated depreciation eliminated respective accounts related gain loss included current income stock options stock based compensation recognized using intrinsic value method compensation cost stock options measured excess market value companys stock measurement date exercise price disclosure purposes proforma net income provided fair value method applied reclassifications certain 1999 1998 amounts reclassified conform 2000 classifications use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates assumptions affect certain reported amounts disclosures 3 discontinued operations may 10 2000 companys board directors formalized decision discontinue operations lottery management segment business substantially ceased activity june 1999 results operations lottery management operations classified discontinued operations year ended january 31 2000 prior periods restated net sales income discontinued operations follows january 31 2000 remaining material assets related discontinued operation online international corporation subsidiary notes consolidated financial statements continued january 31 2000 3 discontinued operations continued year ended january 31 1999 company entered agreement company holds license cambodian lottery partly owned entity affiliated former director company advanced 114925 805000 years ended january 31 2000 1999 respectively foreign corporation form noninterest bearing loan payable cash flow available prior payment certain fees foreign corporation agreement also calls company receive management fee managing lottery management fee payable company first recovers loan despite legal form loan transaction recorded equity investment payments first recouped investees cash flow total investment 919925 705000 written year ended january 31 1999 214925 written year ended january 31 2000 4 major customers lottery parimutuel products industry controlled limited number contractors companys sales three significant contractors year ended january 31 2000 1999 significant contractor 1 53 59 significant contractor 2 19 16 significant contractor 3 8 11 80 86 companys accounts receivable one significant contractor amounted approximately 406000 343000 january 31 2000 1999 respectively 5 cash included cash january 31 1999 funds deposit two banks new york totaling 625341 including outstanding checks 32002 funds 200000 insured fdic 6 inventories consist following 7 property equipment property equipment consist following 8 deferred compensation company deferred compensation plan key employees company contributions plan discretion board directors annual contributions beneficiary placed trust third party fiduciary predetermined date beneficiary entitled receive assets trust including investment earnings appreciation company access assets trust certain limited circumstances still liable beneficiary assets removed investment earnings trusts recorded income company companys income reduced deferred compensation expense equals contributions trust plus earnings trust securities held trust considered trading securities carried fair value deferred compensation expense benefit amounted 10699 98333 years ended january 31 2000 1999 respectively following summary marketable securities held deferred compensation trusts 9 bank lineofcredit printing associates inc agreement bank provided 750000 lineofcredit shortterm loans 220000 unused january 31 1999 year ended january 31 2000 company borrowed additional 120000 converted lineofcredit note payable see note 10 longterm debt connection note payable originally due 2004 company entered interest rate swap agreement lender effectively fixed interest rate 9 payments made received swaps netted interest expense scheduled maturities longterm debt follows year ended january 31 2001 196060 2002 524667 2003 34005 754732 11 related party transactions january 31 2000 1999 company advanced noninterest bearing loans totaling 59000 49000 respectively officer companys subsidiary year ended january 31 2000 company borrowed 110000 purchase equipment partnership two companys officers partners note carries interest rate 1025 per annum repaid 36 months see note 10 12 preferred stock 5 noncumulative preferred stock convertible 1 share common stock share preferred dividends declared payable semiannually commence july 31 2000 preferred shareholders entitled liquidation preference upon 5 noncumulative preferred dividend calculated 5 per preferred share january 31 2000 company default obligations series preferred shareholders noncompliance various covenants outlined articles incorporation due default preferred shareholders entitled three votes share preferred stock held addition preferred shareholders entitled vote concurrently common shareholders 13 stock options july 1998 company granted 900000 options certain officers employees option gave holder right purchase one share common stock 110 options expire july 2008 20 options became exercisable first second third fourth fifth anniversaries grant recipient would forfeited options unexercised employment company ceased september 8 1999 company adopted incentive stock option plan iso granted 700000 options employees directors company options vest one year grant date option gives holder right buy one share common stock one dollar 100 options expire august 30 2009 date 900000 options issued 1998 cancelled described note 2 company accounted granting stock options intrinsic value method accordingly compensation cost recognized stock options financial statements 1999 would however material effect company determined compensation cost based fair value date grant minimum value method determining fair value required privately held companies companys status time option would material value date grant 2000 company determined compensation cost based fair value date grant would compensation cost estimated fair value cancelled options exceeded options granted 14 noncash investing transaction company issued 311303 shares common stock part merger september 9 1999 par value 311 transferred additional paidin capital 15 leases company lessee certain equipment operating capital leases well lessee office warehouse space new york january 31 2000 future minimum lease payments leases follows rent expense year ended january 31 2000 1999 amounted 227030 253082 respectively equipment held capitalized leases january 31 2000 consists following machinery equipment 606583 less accumulated amortization 116870 489713 16 income taxes provision income taxes consists following components 2000 deferred tax asset balances primarily relate consolidated federal net operating loss carry forwards 2223000 online international corp deferred tax asset balance relating new york state net operating loss carryover online international corp completely offset valuation allowance carry forwards begin expire 2019 1999 deferred tax asset balance primarily related consolidated federal net operating loss carryover new york state net operating loss carryover online international corp reconciliation actual expected federal tax follows 17 commitments company entered employment contracts president pai key employees expire various dates october 22 2001 future minimum payments excluding certain fringe benefits relating agreements follows 2001 240000 2002 180000 420000 18 fair value financial instruments statement financial accounting standards 107 disclosures fair value financial instruments sfas 107 requires entities disclose fair values financial instruments except practicable sfas 107 practicable make disclosure costs formulating estimated values exceed benefit considering meaningful information would financial statement users companys financial instruments related amounts recorded balance sheet sfas 107 would applied include following 18 fair value financial instruments continued fair values cash notes receivable due officer employees deferred compensation trusts bank lineofcredit notes payable interest rate swap agreement differ materially carrying amounts see notes 2 3 respectively information balance due former subsidiary investment foreign lottery operation none derivative financial instruments except interest rate swap agreement none except deferred compensation trusts held trading purposes 19 earnings per share year ended january 31 2000 diluted earnings per share assume conversion preferred stock options conversion would antidilutive effect income continuing operations 20 yearend adjustments fourth quarter company determined valuation allowance needed relation deferred tax asset created companys net operating loss year resulted deferred tax benefit 642534 quarter substantial portion relates net operating losses created earlier quarters year item 9 item 8 financial statements supplementary data reference made financial statements notes thereto report independent public accountants thereon commencing page report financial statements notes report incorporated herein reference index consolidated financial statements report independent registered public accounting firm shareholders board directors finotec group inc opinion financial statements audited accompanying balance sheets finotec group inc company january 31 2020 2019 related statements operations stockholders equity deficit cash flows years ended related notes collectively referred financial statements opinion financial statements present fairly material respects financial position company january 31 2020 2019 results operations cash flows years ended conformity accounting principles generally accepted united states basis opinion financial statements responsibility companys management responsibility express opinion companys financial statements based audit public accounting firm registered public company accounting oversight board united states pcaob required independent respect company accordance us federal securities laws applicable rules regulations securities exchange commission pcaob conducted audit accordance standards pcaob standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement whether due error fraud company required engaged perform audit internal control financial reporting part audits required obtain understanding internal control financial reporting purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit included performing procedures assess risks material misstatement financial statements whether due error fraud performing procedures respond risks procedures included examining test basis evidence regarding amounts disclosures financial statements audit also included evaluating accounting principles used significant estimates made management well evaluating overall presentation financial statements believe audit provides reasonable basis opinion substantial doubt company’s ability continue going concern accompanying financial statements prepared assuming company continue going concern discussed note 2 financial statements company’s minimal activities raise substantial doubt ability continue going concern financial statements include adjustments might result outcome uncertainty bf borgers cpa pc bf borgers cpa pc served companys auditor since lakewood co november 17 2020 finotec group inc balance sheets accompanying notes integral part financial statements finotec group inc statements operations accompanying notes integral part financial statements finotec group inc statements changes stockholders’ equity accompanying notes integral part financial statements finotec group inc statements cash flows accompanying notes integral part financial statements finotec group inc notes financial statements note 1 organization description business company’s accounting yearend january 31 july 20 2020 custodian ventures llc appointed custodian company eighth judicial court nevada pursuant case a20816267b note 2 summary significant accounting policies basis presentation accompanying financial statements prepared accordance financial accounting standards board “fasb” “fasb accounting standard codification™” “codification” source authoritative accounting principles recognized fasb applied nongovernmental entities preparation financial statements conformity generally accepted accounting principles “gaap” united states going concern accompanying financial statements prepared assuming company continue going concern contemplates realization assets satisfaction liabilities normal course business twelvemonth period following date financial statements company incurred operating losses since inception january 31 2020 company working capital deficit 2675 negative retained earnings 13564223 company expect existing operational cash flow sufficient fund presently anticipated operations raises substantial doubt company’s ability continue going concern therefore company need raise additional funds currently exploring alternative sources financing company currently funded david lazar extending interest free demand loans company historically company raised capital private placements interim measure finance working capital needs may continue raise additional capital sale common stock securities obtaining shortterm loans company required continue operations become profitable also company past paid consulting services common stock maximize working capital intends continue practice feasible use estimates preparation financial statements conformity us gaap requires management make estimates assumptions affect reported amounts liabilities liability excess share issuance disclosure contingent assets liabilities date financial statements significant estimates relate income taxes contingencies company bases estimates historical experience known expected trends various assumptions believed reasonable given quality information available date financial statements results assumptions provide basis making estimates carrying amounts assets liabilities readily apparent sources actual results could differ estimates revenue recognition july 1 2018 company adopted accounting standards codification “asc” topic 606 revenue contracts customers “asc 606” results reporting periods beginning january 1 2018 presented asc 606 year ended april 30 2020 financial statements impacted due application topic 606 company revenues cash equivalents company considers highly liquid temporary cash investments original maturity three months less cash equivalents january 31 2020 january 31 2019 company’s cash equivalents totaled 0 respectively income taxes company accounts income taxes fasb asc 740 “accounting income taxes” fasb asc 740 deferred tax assets liabilities recognized future tax consequences attributable differences financial statement carrying amounts existing assets liabilities respective tax bases deferred tax assets liabilities measured using enacted tax rates expected apply taxable income years temporary differences expected recovered settled fasb asc 740 effect deferred tax assets liabilities change tax rates recognized income period includes enactment date fasb asc 7401005 “accounting uncertainty income taxes” prescribes recognition threshold measurement attribute financial statement recognition measurement tax positions taken expected taken tax return benefits recognized tax position must morelikelythannot sustained upon examination taxing authorities amount recognized measured largest amount benefit greater 50 percent likely realized upon ultimate settlement company assesses validity conclusions regarding uncertain tax positions quarterly determine facts circumstances arisen might cause change judgment regarding likelihood tax position’s sustainability audit stockbased compensation company accounts stockbased compensation using fair value method following guidance outlined section 71810 fasb accounting standards codification disclosure stockbased compensation section requires public entity measure cost employee services received exchange award equity instruments based grantdate fair value award limited exceptions cost recognized period employee required provide service exchange award requisite service period usually vesting period compensation cost recognized equity instruments employees render requisite service net loss per share net loss per common share computed dividing net loss weighted average common shares outstanding period defined financial accounting standards asc topic 260 “earnings per share” basic earnings per common share “eps” calculations determined dividing net income weighted average number shares common stock outstanding year diluted earnings per common share calculations determined dividing net income weighted average number common shares dilutive common share equivalents outstanding recent accounting pronouncements february 2016 fasb issued asu 201602 leases topic 842 establishes new lease accounting model lessees updated guidance requires entity recognize assets liabilities arising financing operating leases along additional qualitative quantitative disclosures amended guidance effective fiscal years interim periods within years beginning december 15 2018 early adoption permitted march 2019 fasb issued asu 201901 codification improvements clarifies certain aspects new lease standard fasb issued asu 201810 codification improvements topic 842 leases july 2018 also 2018 fasb issued asu 201811 leases topic 842 targeted improvements provides optional transition method whereby new lease standard applied adoption date recognized adjustment retained earnings amendments effective date transition requirements new lease standard intend adopt asc 842 july 1 2020 adoption guidance expected impact financial statements stockholders’ equity accrued liability excess stock issuance company authorized 300000000 shares common stock par value 0001 january 31 2020 january 31 2019 respectively 300000000 shares common stock issued outstanding respectively note 4 commitments contingencies company contractual commitments january 31 2020 2019 note 5 notes payablerelated pary mr lazar principal member company’s courtappointed custodian considered related party year ended january 31 2020 extended 2675 interest free demand loans company management services provided mr lazar company’s employee manage day operations company take necessary actions enable company become viable operating entity note 6 subsequent events april 27 2020 company filed certificate designation state nevada authorize 10000000 shares series preferred stock “series a” share series convertible 20 shares common stock april 28 2020 company awarded 10000000 shares series custodian ventures llc managed david lazar return services provided item 14 changes disagreements accountants accounting financial disclosure two recent fiscal years company disagreements independent accountants item 9 item 8 changes disagreements accountants accounting financial disclosure changes disagreements companys accountants accounting financial disclosure year ended january 31 2009 item 8a controls procedures evaluation disclosure controls procedures management company participation chief executive officer also serves chief financial officer evaluated effectiveness design operation companys disclosure controls procedures defined rules 13a15e 15d15e exchange act october 31 2008 based upon evaluation chief executive officer also serves chief financial officer concluded companys disclosure controls procedures effective october 31 2008 due material weaknesses internal control financial reporting described b managements report internal control financial reporting management company responsible establishing maintaining adequate internal control financial reporting defined rule 13a15f exchange act inherent limitations internal control financial reporting may prevent detect misstatements also projections evaluation effectiveness future periods subject risk controls may become inadequate changes conditions degree compliance policies procedures may deteriorate material weakness represents significant deficiency defined public company accounting oversight boards auditing standard 5 combination significant deficiencies results remote likelihood material misstatement annual interim financial statements prevented detected timely basis management conducted assessment effectiveness companys internal control financial reporting october 31 2008 based framework published committee sponsoring organizations tread way commission internal control integrated framework management identified following material weaknesses companys internal control financial reporting october 31 2008 material weaknesses identified finotec group inc follows entity level controls audit committee inactive internal audit function management perform periodic check access rights users ensure access suitable positions functions remediation plan audit committee activated company implement internal audit function cfo extract information system access list employees ensure function screen field suitable employees job description cfo ensure access rights adequately segregated financial statements lack documentation financial statement preparation process creates potential occurrence material error occurring financial statements remediation plan company retain evidence controls performed financial statement preparation process treasury cash management lack documentation treasury cash management process creates potential occurrence material error occurring financial statements remediation plan company retain evidence controls performed process revenue lack documentation order cash process creates potential occurrence material error occurring financial statements remediation plan company retain evidence controls performed process human resources payroll lack documentation human resources payroll processes creates potential occurrence material error occurring financial statements remediation plan company retain evidence controls performed process information technology company permission access right table specifying group authorizations employees authorizations role definition authorization procedure company password complexity procedure user passwords require complexity requirement password change formal system development acquisition program change policies procedures exist developmentacquisitions new systems changes existing systems developers access production remediation plan company examine minimize user rights prepare permissions table access rights includes group permissions prepare access programs data procedures company prepare access programs data procedure passwords database managed complex company write methodology system development acquisitions change management company prevent developers accessing production environment item 9 item 8 changes disagreements accountants accounting financial disclosure changes disagreements companys accountants accounting financial disclosure year ended january 31 2010 item 8a controls procedures evaluation disclosure controls procedures management company participation chief executive officer chief financial officer evaluated effectiveness design operation company’s disclosure controls procedures defined rules 13a15e 15d15e exchange act january 2010 based upon evaluation chief executive officer chief financial officer concluded certain company’s disclosure controls procedures effective january 31 2010 material weaknesses internal control financial reporting described b management’s report internal control financial reporting management company responsible establishing maintaining adequate internal control financial reporting defined rule 13a15f exchange act inherent limitations internal control financial reporting may prevent detect misstatements also projections evaluation effectiveness future periods subject risk controls may become inadequate changes conditions degree compliance policies procedures may deteriorate material weakness represents significant deficiency defined public company accounting oversight board’s auditing standard 5 combination significant deficiencies results remote likelihood material misstatement annual interim financial statements prevented detected timely basis management conducted assessment effectiveness company’s internal control financial reporting january 31 2010 based framework published committee sponsoring organizations tread way commission internal control integrated framework management identified following material weaknesses company’s internal control financial reporting january 31 2010 material weaknesses identified finotec group inc follows audit committee internal audit entity level controls · audit committee fully active · internal controller audit function fully active · management perform periodic check access rights users ensure access suitable positions functions segregation rights still need finetuned remediation plan · audit committee fully activated · company appointed internal controller auditor commenced review enforcement required tasks · cfo extract information system access list employees ensure function screen field suitable employees job description · cfo ensure access rights adequately segregated information technology · company adequate permission access right tables specifying group authorizations employees authorizations role definition authorization procedure · company password complexity procedure user passwords require complexity requirement password change · adequate formal system development acquisition program change policies procedures exist developmentacquisitions new systems changes existing systems · developers access production remediation plan · company continue examine minimize user rights prepare permissions table access rights includes group permissions prepare access programs data procedures · company update access programs data procedure passwords database managed · company write methodology system development acquisitions change management · company prevent developers accessing production environment item 9 item 15 exhibits financial statement schedules following exhibits included herewith following list exhibits previously filed reports filed sec including exhibit description exhibit identity report exhibit filed signatures accordance requirements exchange act registrant caused report signed behalf undersigned thereunto duly authorized