SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
x ANNUAL
REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED APRIL 30, 2008
o TRANSITION
REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No. 000 30432
ARBOR
ENTECH CORPORATION
(Name
of
Small business issuer in its charter)
State
of Delaware
|
|
22-2335094
|
(State
or other jurisdiction of
Incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
PO
Box 656, Tuxedo Park, New York
|
|
10987
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Issuer’s
telephone numbering: (201) 782-9237
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Securities
registered under Section 12(b) of the Exchange Act: none
Securities
registered under Section 12(g) of the Exchange Act: Common
Stock, par value $.001 per share
Check
whether the Registrant is not required to file reports pursuant to Section
13 or
15(d) of the Exchange Act. o
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES x NO o
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulations S-B contained in this form, and no disclosure will be contained,
to
the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. x
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act. YES x NO o
State
issuer’s revenues for its most recent fiscal year. $-0-.
As
of
July 21, 2008, the number of shares of voting stock held by non-affiliates
was
approximately 55,000. No market value is being provided of stock held by
non-affiliated parties due to the limited market for our common stock. See
“Item
5.”
The
number of shares outstanding of each of the issuer’s classes of common equity as
of July 21, 2008: 7,050,540.
DOCUMENTS
INCORPORATED BY REFERENCE: None.
Transitional
Small Business Disclosure Format: Yes o No x
ARBOR
ENTECH CORPORATION
Form
10-KSB
April
30,
2008
Table
of Contents
|
Part
I
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|
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Item
1.
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Description
of Business.
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3
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Item
2.
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Description
of Properties.
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6
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Item
3.
|
Legal
Proceedings.
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6
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Item
4.
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Submission
of Matters to a Vote of Security Holders.
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6
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|
|
|
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Part
II
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|
|
|
|
Item
5.
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Market
for Common Equity, Related Stockholder Matters and Small Business
Issuer
Purchases of Equity Securities.
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7
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Item
6.
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Management’s
Discussion and Analysis or Plan of Operations
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8
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Item
7.
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Financial
Statements.
|
9
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Item
8.
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Changes
in and Disagreement with Accountants on Accounting and Financial
Disclosure.
|
10
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Item
8A
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Controls
and Procedures.
|
10
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Item
8B
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Other
Information.
|
10
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|
|
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Part
III
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|
|
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Item
9.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section
16(a) of the Exchange Act.
|
11
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Item
10.
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Executive
Compensation.
|
13
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Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
15
|
Item
12.
|
Certain
Relationships and Related Transactions.
|
16
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Item
13.
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Exhibits
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17
|
Item
14.
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Principal
Accountant Fees and Services
|
17
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Signatures
|
19
|
Supplemental
Information
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20
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Financial
Statements
|
F-1
|
Explanatory
Note
This
Form
10-KSB was filed on extension due to the death of the Registrant’s Chief
Executive Officer, Harvey Houtkin, in July 2008. This Form 10-KSB reflects
a
vacancy on the Board due to Mr. Houtkin’s death and the appointment of Mark
Shefts as acting Chief Executive Officer since August 7, 2008.
History
We,
Arbor
EnTech Corporation (also referred to as the “Company”), are a Delaware
corporation organized in 1980 under the name Arbor Energy Corporation. Our
name change was effected in 1984.
Until
September 2, 2003, we engaged in the production and wholesale distribution
of
wood products for home use, principally fireplace wood and garden stakes.
Our products were packaged in and distributed from our facility in Little Marsh,
Pennsylvania.
Substantially
all of our products were sold to The Home Depot, Inc. for resale at its retail
outlets. We informed Home Depot that we would no longer do business with that
company due to increased difficulties in transacting business with Home Depot
on
a profitable basis. We stated to Home Deport that these difficulties
included Home Depot’s prohibition against price increases despite increases in
our costs of production, a diminution in the Home Depot territories we were
allowed to sell product to, and Home Depot’s demands regarding returns of
ordered products that we were unwilling to accede to for economic reasons.
As a result, on September 2, 2003, we discontinued our wood products
business.
At
present, we are seeking other business opportunities, but there can be no
assurance that such opportunities will be identified, engaged in, or result
in
any profits.
We
owned
102 acres of property in Little Marsh, Pennsylvania. There was a wood
packaging facility located on the property. The facility consisted of an
enclosed structure of 17,000 square feet, with a 7,000 foot outdoor overhang
and
another 10,000 foot outdoor overhang.
Approximately
12 acres of the property were devoted to our work area and the remaining 90
acres are forest land. The real property was mortgaged to Mark Shefts, our
Secretary/Treasurer and one of our directors, to secure a credit line of
$100,000 provided by Mr. Shefts. We closed on the sale of the
property to an unaffiliated party on July 20, 2005 pursuant to a contract
entered into in April 2005.
We
currently have no employees. Mr. Shefts, one of our three officers, devotes
a
small portion of his time to us.
Current Business
Strategy
The
Company is seeking one or more potential business opportunities through the
acquisition of existing businesses, assets to establish subsidiary businesses
for the Company, a statutory merger or consolidation or the establishment of
a
new business or industry. However, due to the limited working capital of the
Company, it is likely that the Company will enter into only one business
transaction.
The
Company may also seek to acquire one or more majority and/or wholly owned equity
positions in other companies through the direct purchase of stock. Such equity
positions will be limited by Section 3(a)(3) of the Investment Company Act
of
1940 (the "1940 Act"), in that the Company will not be permitted to own or
propose to acquire investment securities having a value exceeding 40% of the
Company's total assets (exclusive of government securities and cash items)
on an
unconsolidated basis.
The
Company may provide debt financing to companies in which it has taken (or
intends to take) an equity position. Such financing would generally be made
on
an unsecured basis. In no event will the Company provide financing for or take
equity positions in companies where the aggregate of such investments would
cause the Company to be required to register under the 1940 Act.
Present
Management of the Company may or may not become involved as management in the
aforementioned business or subsidiary or may hire qualified but as yet
unidentified management personnel. There can, however, be no assurance
whatsoever that the Company will be able to acquire a business.
A
potential acquisition of a business may involve the acquisition of, or merger
with, a company which does not need additional capital but which desires to
establish a public trading market for its shares. A company that seeks the
Company's participation in attempting to consolidate its operations through
a
merger, reorganization, asset acquisition, or some other form of combination
may
desire to do so to avoid what it may deem to be adverse consequences of itself
undertaking a public offering including the inability or unwillingness to comply
with various federal and state laws enacted for the protection of investors.
Factors considered may include time delays, significant expense, loss of voting
control. In connection with such acquisition, it is possible that an amount
of
stock constituting control of the Company would be purchased from the Company
or
its current officers, directors and stockholders resulting in substantial
profits to such persons without similar profits being realized by other
stockholder. Moreover, no assurance can be given with respect to the experience
or qualifications of as yet unknown persons who may, in the future, engage
in
the operations of the Company or any business or subsidiary acquired by the
Company. In the event of a change in control of the Company and its Board of
Directors, the payment of dividends would be wholly dependent upon such persons.
Furthermore, it is impossible as yet to determine what, if any, consequences
applicable state law may provide to the Company's shareholders in any merger
or
reorganization.
General
Policy
The
Company may establish or acquire a business and/or invest in one or more new
and
developing corporations, whether directly or by way of statutory merger, which
the Management of the Company determines will offer significant long-term growth
potential. In the case of an equity position, the Company will seek to acquire
primarily a majority owned and wholly owned capital stock position in such
corporation. The Company is not restricted to any particular industry and may
engage in any line of business. Accordingly, Management's discretion as to
the
type of businesses and equity investments is unlimited.
Management
assumes that any business to be acquired and/or equity investment made by the
Company, whether directly or by way of statutory merger, will involve a business
that is new and unseasoned, or a business that has been operating for a limited
period of time and has a limited or unsuccessful record of revenues or earnings.
Investments in start-up enterprises result in a higher risk of total loss of
investment by the Company. Except in cases of a merger or other instances where
stockholders' approval may be required by applicable law, the Company's
stockholders will not have the opportunity to review the relative merits or
weaknesses of any proposed business to be acquired or equity investment to
be
made and, accordingly, will have to rely upon the discretion of Management
in
selecting a business or investment.
The
Company has identified certain general policies which will be considered by
the
Company in evaluating business acquisition candidates and investment
possibilities. These policies are listed below. In no event will the Company
provide financing or take equity positions in companies where the aggregate
of
such investments would cause the Company to be required to register under the
1940 Act.
1. The
Company will examine the products or services of a business being considered
to
determine whether a market exists for the products or services and whether
the
business can manufacture and/or market the products or produce the services
at a
competitive cost.
2. The
Company will invest in a corporation that it believes has a strong potential
for
growth. The Company will evaluate the corporation's business and determine
the
quality and experience of its management.
3. The
Company may invest in an operating corporation that has experienced increases
in
gross revenues which exceed industry averages. The market for the corporation's
products will be evaluated by determining the relationship of size, growth
potential and competitive factors in that corporation's industry. This may
include the purchase of businesses which offer opportunities for
consolidation.
4. The
Company will also consider the following factors: (1) special
risks associated with the business and the industry, (2) equity available
to the business, (3) capital requirements of the business,
(4) potential for profitability and (5) the effect of market and
economic conditions and governmental policies on the business and its
products.
It
is
unlikely that any one prospective corporation with which the Company may seek
to
enter a relationship will conform in all respects to the policies described
above. Accordingly, this description is intended to serve only as a general
guide for the Company's projected investment activities. These policies are
not
fundamental policies of the Company and may be changed at any time by the
Company's Board of Directors.
The
Company anticipates that it will be brought into contact with a prospective
business acquisition or equity investment primarily through the efforts of
its
officers, directors and principal stockholders who in the course of their
business activities frequently come into contact with corporations whose
products, services or concepts may be subject to successful development and
marketing. In such connection, the Company may pay a finder's fee to such
officers, directors, principal stockholders or their affiliates. Any such
payment would not be higher than that which would ordinarily be paid to a
non-affiliated person.
The
Company does not have any contracts or commitments with anyone or any firm
with
regard to these business activities. The Company also does not have any
arrangements or understandings with respect to the acquisition of any business
entity or the acquisition of any interest therein.
The
Company may use independent consultants (who may agree to receive stock of
the
Company in payment for their services in lieu of cash) to explore areas of,
and
to seek out, acquisition prospects. Such independent consultants would be
expected to have such expertise or knowledge which would be of use to Management
in any investment decision. The Company has not engaged any independent
consultants as of July 21, 2008.
At
this
time, Management believes the Company's equity investments will be made in
private transactions with privately owned corporations. Securities acquired
in
this manner are restricted from public sale unless they are registered under
the
Securities Act of 1933, or unless an exemption from registration is available.
Government
Regulation
The
Company may be subject to government regulations promulgated by various local,
state and Federal government agencies with regard to its proposed business.
Additionally, the Company, in the purchase of equity positions, will be subject
to various rules and regulations promulgated by the Securities and Exchange
Commission and the various state securities commissions. Company does not intend
to engage in the business of investing, reinvesting, owning, holding or trading
in securities or otherwise engaging in activities which would render the Company
an "investment company" as defined in the Investment Company Act of 1940, as
amended.
The
Company's financing activities will be limited by Section 3(a)(3) of the
Investment Company Act of 1940 in that the Company will not be permitted to
own
or propose to acquire investment securities having a total value exceeding
40%
of the value of the Company's total assets (excluding government securities
and
cash items) on an unconsolidated basis. The Company is permitted under Section
3(a)(3) of the 1940 Act to own or propose to own securities of a majority owned
subsidiary which is defined under Section 2(a)(24) of the 1940 Act to mean
50%
or more of the outstanding securities of which are owned by the Company or
a
majority owned subsidiary of the Company. Notwithstanding Section 3(a)(3) of
the
1940 Act, the Company would not be considered an investment company where it
is
engaged directly or indirectly through a wholly-owned subsidiary (which is
defined to mean at least 95% ownership of the outstanding voting stock), in
a
business or businesses, other than that of investing, owning, holding or trading
in securities.
In
addition to the limitations by the Investment Company Act of 1940 as mentioned
above, there are a number of other provisions of the Federal securities laws
which will affect the Company's proposed investments.
Most,
if
not all, of the securities which the Company acquires as equity investments
will
be "restricted securities" within the meaning of the Securities Act of 1933
("Securities Act") and will not be permitted to be resold without compliance
with the Securities Act. The registration of securities owned by the Company
is
likely to be a time consuming and expensive process, and the Company always
bears the risk, because of these delays, that it will be unable to resell such
securities, or that it will not be able to obtain an attractive price for the
securities. In the event the Company does not register securities it acquires
for sale, it will seek to rely upon an exemption from registration. Among other
exemptions, Rule 144 of the Securities Act of 1933, as amended, imposes a one
year holding period prior to the sale of restricted securities and established
volume limitations on the amount of any restricted securities that can be sold
within certain defined time periods.
Competition
There
are
numerous similar companies which are larger, have more experience, and are
better financed than the Company. The Company may encounter intense competition
from numerous other firms engaged in its field. Any investments made by the
Company will entail a high degree of business and financial risk that may result
in substantial losses to the Company.
Personnel
Mr.
Shefts, one of our three officers, devotes a small portion of his time to
us.
Since
the
sale of our real estate, we have no principal executive office. We utilize
a mailing address of PO Box 656, Tuxedo Park, New York 10987. We utilize a
telephone number at Mr. Shefts’ Office. Our telephone number is (201)
782-9237.
We
are
not presently a party to any known litigation.
No
matters were submitted to a vote of our stockholders during the fourth quarter
of fiscal 2008.
(a)
Marketing
Information — The principal U.S. market in which our common stock, all of which
are of one class, is traded or may trade is in the over-the-counter
market. The stock is quoted on the Electronic Bulletin Board of the OTC
market, under the symbol “ARBE.OB.” Our stock is not traded or quoted on
any automated quotation system. No market information is being supplied herein
because quotations for and transactions in our common stock are sporadic and
in
view of the infrequent trading in our common stock, they would not be
meaningful.
Broker-Dealer
Sales of Company’s Registered Securities.
Except
where the Company's Common Stock has a market price of at least $5.00 per share,
the Company's Registered Securities are covered by a Securities and Exchange
Commission ("SEC") rule that imposes additional sales practice requirements
on
broker-dealers who sell such securities to persons other than established
customers and institutional accredited investors. For transactions covered
by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule affects the ability of broker-dealers
to sell the Company's securities and also may affect the ability of purchasers
in this offering to sell their securities in the secondary market.
The
SEC
has adopted seven rules (“Rules”) under the Securities Exchange Act of 1934
requiring broker/dealers engaging in certain recommended transactions with
their
customers in specified equity securities falling within the definition of "penny
stock" (generally non-NASDAQ securities priced below $5 per share) to provide
to
those customers certain specified information. Unless the transaction is exempt
under the Rules, broker/dealers effecting customer transactions in such defined
penny stocks are required to provide their customers with: (1) a risk
disclosure document; (2) disclosure of current bid and ask quotations, if any;
(3) disclosure of the compensation of the broker/dealers and its salesperson
in
the transaction; and (4) monthly account statements showing the market
value of each penny stock held in the customer's account. These SEC Rules were
adopted in April, 1992 pursuant to the requirements of the Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 (“Penny Stock Act”).
As
a
result of the aforesaid rules regulating penny stocks, the market liquidity
for
the Company’s securities, if any, may be severely adversely affected by limiting
the ability of broker-dealers to sell the Company's securities and the ability
of purchasers of the Company's securities in the secondary market.
(b)
Holders
—
There were approximately 170 holders of record of our common stock as of July
21, 2008, inclusive of those brokerage firms and/or clearing houses holding
our
securities for their clientele, with each such brokerage house and/or clearing
house being considered as one holder. The aggregate number of shares of
common stock outstanding as of July 21, 2008 was 7,050,540 shares.
(c)
Dividends
— A cash dividend of $.15 per share was declared in April 2004 and paid on May
1, 2004 to all stockholders of record as of March 22, 2004. No other
dividends were declared on our stock in the last three fiscal years and we
do
not anticipate paying dividends on our common stock in the foreseeable
future.
During
the fiscal year ended April 30, 2008, we did not issue any shares of our Common
Stock.
We
did
not repurchase any of our securities during the fiscal year ended April 30,
2008.
We
have
no outstanding options, warrants or other rights under any equity compensation
plans as of April 30, 2008.
CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements
contained in this report which are not historical fact are “forward-looking
statements” that involve various important assumptions, risks, uncertainties and
other factors that could cause our actual results to differ materially from
those expressed in such forward-looking statements. These important factors
include, without limitation, competitive factors and pricing pressures, changes
in legal and regulatory requirements, technological change or difficulties,
product development risks, commercialization and trade difficulties and general
economic conditions, as well as other risks previously disclosed in our
securities filings and press releases.
These
forward-looking statements often can be identified by the use of predictive,
future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,” or similar terms.
General
We
were a
wood products company that had been in business since 1980. Our business
fluctuated over the years. We were almost wholly dependent on sales to The
Home
Depot, Inc. As discussed below in “Discontinued Operations,” on September 2,
2003, we discontinued our wood products business.
At
present, we our seeking other business opportunities, but there can be no
assurance that such opportunities will be identified, engaged in, or result
in
any profits.
Fiscal
year ended April 30, 2008 compared to the fiscal year ended April 30,
2007
Since
we
discontinued our wood products business, there were no sales from continuing
operations during the years ended April 30, 2008 and 2007.
Selling,
general and administrative expenses were $15,000 for the fiscal year ended
April 30, 2008, a decrease of $8,200 or approximately 35% over selling,
general and administrative expenses of $23,000 for the fiscal year ended
April 30, 2007. The decrease in selling, general and administrative
expenses is primarily attributable to a decrease in professional fees of
$7,300.
Interest
income for the year ended April 30, 2008 was $21,500 compared to $2,400 for
the
year ended April 30, 2007, or an increase of $19,100. This increase was
attributable to renegotiated higher interest rates.
For
2008,
we had net income of $6,551 as compared to a net loss of $19,604 for the
comparable period of the prior year.
Liquidity
and capital resources
As
at
April 30, 2008, we had cash and cash equivalents of approximately $440,000,
which represented all of our total assets. We believe we have adequate working
capital to fund our search for a business opportunity for at least the next
12
months.
Net
cash
provided by operating activities amounted to approximately $150 for the fiscal
year ended April 30, 2008 as compared to net cash used in operating activities
of approximately $(22,600) in fiscal 2007. This was primarily attributable
to
the change from a net loss of $19,600 to a net income of $6,600 or a net
increase of approximately $26,200 offset by the net increase in payment of
accounts payable and accrued liabilities between the two years amounting to
$6,000.
Since
terminating our wood products business in September 2002, the Company has been
unable to find a suitable business opportunity or merger candidate considering
the limited cash resources available to the Company and that the Company’s
Common Stock has a limited and sporadic trading market. Nevertheless, Management
is continuing to explore various business opportunities that may be available
to
it. As of the filing date of this Form 10-KSB, there are no known trends or
any
known demands, commitments, events or uncertainties that will result in or
that
are reasonably likely to result in the Company’s liquidity increasing or
decreasing in any material way. Further, at the present time, the Company has
no
commitments for capital expenditures and does not anticipate same until it
establishes a business or acquires an operating business, of which there can
be
no assurances given.
Off-Balance
Sheet Transactions
We
do not
have any transactions, agreements or other contractual arrangements that
constitute off-balance sheet arrangements.
Application
Of Critical Accounting Policies
Our
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of America.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management’s
application of accounting policies. Critical accounting policies for use of
estimates, accounting for stock-based compensation and environmental remediation
costs.
The preparation
of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect
the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Item 7.
Financial
Statements.
The
Financial Statements required by Item 7 follow this page.
Report
of
the Independent Registered Public Accounting Firm
To
the
Board of Directors and Stockholders of
Arbor
Entech Corporation
We
have
audited the accompanying balance sheet of Arbor Entech Corporation as of April
30, 2008 and the related consolidated statements of operations, stockholders’
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Arbor Entech Corporation as of
April 30, 2008, and the results of their operations and cash flows for the
year
then ended in conformity with accounting principles generally accepted in the
United States of America.
Rosenberg
Rich Baker Berman & Company
Bridgewater,
New Jersey
August
11, 2008
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board
of Directors and Stockholders
Arbor
EnTech Corporation
We
have
audited the accompanying statements of operations, stockholders’ equity, and
cash flows of Arbor EnTech Corporation ("the Company") for the year ended April
30, 2007. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. Also, an audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations of the Company and its cash flows
for the year ended April 30, 2007 in conformity with accounting principles
generally accepted in the United States of America.
WOLINETZ,
LAFAZAN & COMPANY, P.C.
Rockville
Centre, New York
May
29,
2007
ARBOR
ENTECH CORPORATION
BALANCE
SHEET
APRIL
30, 2008
ASSETS
|
|
|
|
|
|
Current
Assets:
|
|
|
|
Cash
and Cash Equivalents
|
|
$
|
440,420
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
440,420
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
440,420
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
Accounts
Payable and Accrued Liabilities
|
|
$
|
1,000
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity:
|
|
|
|
|
Common
Stock, $.001 Par Value; Authorized 10,000,000 Shares; Issued and
Outstanding 7,050,540 Shares
|
|
|
7,050
|
|
Additional
Paid-In Capital
|
|
|
2,365,441
|
|
Retained
Earnings (Deficit)
|
|
|
(1,933,071
|
)
|
|
|
|
|
|
Total
Stockholders’ Equity
|
|
|
439,420
|
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Equity
|
|
$
|
440,420
|
|
The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
STATEMENT
OF OPERATIONS
|
|
Years Ended
|
|
|
|
April 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Net
Sales
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
Selling,
General and Administrative Expenses
|
|
|
14,961
|
|
|
23,172
|
|
|
|
|
14,961
|
|
|
23,172
|
|
Loss
from Operations
|
|
|
(14,961
|
)
|
|
(23,172
|
)
|
|
|
|
|
|
|
|
|
Other
Income:
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
21,512
|
|
|
2,378
|
|
Other
|
|
|
-
|
|
|
1,190
|
|
|
|
|
21,512
|
|
|
3,568
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
6,551
|
|
$
|
(19,604
|
)
|
|
|
|
|
|
|
|
|
Income
(Loss) Per Common Share - Basic
|
|
$
|
.00
|
|
$
|
(.00
|
)
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding
|
|
|
7,050,540
|
|
|
7,050,540
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
STATEMENT
OF STOCKHOLDERS’ EQUITY
YEARS
ENDED APRIL 30, 2007 AND 2008
|
|
|
|
|
|
Additional
|
|
Retained
|
|
|
|
|
|
Common Stock
|
|
Paid-In
|
|
Earnings
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
(Deficit)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance –
April 30, 2006
|
|
|
7,050,540
|
|
$
|
7,050
|
|
$
|
2,365,441
|
|
$
|
(1,920,018
|
)
|
$
|
452,473
|
|
Net
Loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(19,604
|
)
|
|
(19,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance –
April 30, 2007
|
|
|
7,050,540
|
|
|
7,050
|
|
|
2,365,441
|
|
|
(1,939,622
|
)
|
|
432,869
|
|
Net
Income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,551
|
|
|
6,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance –
April 30, 2008
|
|
|
7,050,540
|
|
$
|
7,050
|
|
$
|
2,365,441
|
|
$
|
(1,933,071
|
)
|
$
|
439,420
|
|
The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
STATEMENT
OF CASH FLOWS
|
|
Years Ended
|
|
|
|
April 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
6,551
|
|
$
|
(19,604
|
)
|
Adjustments
to Reconcile Net Income (Loss) to Net Cash Provided by (Used) in
Operating
Activities:
|
|
|
|
|
|
|
|
Changes
in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
(Increase)
Decrease in Other Current Assets
|
|
|
1,642
|
|
|
(931
|
)
|
(Decrease)
in Accounts Payable and Accrued Liabilities
|
|
|
(8,045
|
)
|
|
(2,040
|
)
|
|
|
|
|
|
|
|
|
Total
Adjustments
|
|
|
(6,403
|
)
|
|
(2,971
|
)
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used) in Operating Activities
|
|
|
148
|
|
|
(22,575
|
)
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Cash and Cash Equivalents
|
|
|
148
|
|
|
(22,575
|
)
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents – Beginning of Year
|
|
|
440,272
|
|
|
462,847
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents – End of Year
|
|
$
|
440,420
|
|
$
|
440,272
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Information:
|
|
|
|
|
|
|
|
Cash
Paid for Interest
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cash
Paid for Income Taxes
|
|
$
|
-
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
NOTES
TO FINANCIAL STATEMENTS
NOTE
1
- Nature
of Business
Arbor
EnTech Corporation (the “Company”) is a Delaware corporation that engaged in the
production and wholesale distribution of wood products for home use, principally
fireplace wood and garden stakes. The Company’s products were produced, packaged
in and distributed from its facility in Little Marsh, Pennsylvania. The products
were delivered by independent truckers to customer locations in the Northeastern
United States. On September 22, 2003, the Company discontinued its wood products
business. The Company is seeking other business opportunities but has not
yet
identified any such opportunity.
NOTE
2
- Summary
of Significant Accounting Policies
Cash
and Cash Equivalents
The
Company considers all highly liquid short-term investments with a maturity
of
three months or less at time of purchase to be cash equivalents.
Use
of
Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income
Taxes
The
Company utilizes the liability method of accounting for income taxes. Under
such
method, deferred tax assets and liabilities are recognized for the future
tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates
in effect at the balance sheet date. The resulting asset or liability is
adjusted to reflect enacted changes in tax law. Future tax benefits attributable
to temporary differences are recognized to the extent that realization of
such
benefits is more likely than not.
ARBOR
ENTECH CORPORATION
NOTES
TO FINANCIAL STATEMENTS
NOTE
2
- Summary
of Significant Accounting Policies
(Continued)
Income
(Loss) Per Common Share
The
computation of earnings (loss) per share of common stock is computed by dividing
income (loss) for the year by the weighted average number of common shares
outstanding during that period. Since the Company has no common stock
equivalents, diluted earnings (loss) per share is the same as basic earnings
(loss) per share.
Fair
Value of Financial Instruments
The
fair
value of the Company’s financial instruments, which consist primarily of cash
and cash equivalents and accounts payable and accrued liabilities, approximate
their carrying amounts reported due to their short-term nature.
Concentration
of Credit Risk
The
Company’s financial instruments that are exposed to concentration of credit risk
consist of cash and cash equivalents. At times, such amounts are in excess
of
the FDIC insurance limits.
NOTE
3
- Income
Taxes
For
income tax purposes, the Company had available net operating loss carryforwards
(“NOL”) at April 30, 2008 of approximately $240,000 expiring in various years
from 2023 through 2027 to reduce future federal taxable income, if
any.
The
tax
effects of significant items comprising deferred income taxes are as
follows:
|
|
April
30,
|
|
|
|
2008
|
|
2007
|
|
|
|
Deferred
Tax
|
|
Deferred
Tax
|
|
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Net
Operating Loss Carryforwards
|
|
$
|
100,000
|
|
$
|
-
|
|
$
|
88,000
|
|
$
|
-
|
|
|
|
|
100,000
|
|
|
-
|
|
|
88,000
|
|
|
-
|
|
Less:
Valuation Allowance
|
|
|
100,000
|
|
|
-
|
|
|
88,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
The
difference the Federal Statutory Rate of 34% and the Company's effective
tax
rate of 0% is due to an increase in the valuation allowance of approximately
$12,000.
NOTE
4
- Related
Party Transactions
The
Company incurred $4,000 in accounting and administration fees to a company
owned
by an officer of the Company during the years ended April 30, 2008 and 2007.
On
July
8, 2008, the Registrant was notified by its prior independent auditors,
Wolinetz, Lafazan & Company, P.C. (“WL”), that it had resigned and that it
was no longer the Registrant’s independent auditor.
WL’s
report on Registrant’s financial statements for the last two fiscal years ended
April 30, 2007 (collectively, the “Prior Fiscal Years”), did not contain an
adverse opinion or disclaimer of opinion, nor was such report qualified or
modified as to uncertainty, audit scope or accounting principles.
There
were no disagreements (“Disagreements”) between Registrant and WL during either
(i) the Prior Fiscal Years, or (ii) the period May 1, 2007 through July 11,
2008
(the “Interim Period”) on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
Disagreement, if not resolved to the satisfaction of WL, would have caused
WL to
make reference to the subject matter of the Disagreement in connection with
its
report for the Prior Fiscal Years.
There
were no reportable events under Item 304(a)(1) of Regulation S-B, during either
(i) the Prior Fiscal Years or (ii) the Interim Period.
On
July
9, 2008, the board of directors approved and engaged Rosenberg Rich Baker Berman
& Company (“RRBB”) as its independent auditor for Registrant's fiscal year
ended April 30, 2008. Registrant did not consult RRBB with respect to either
(i)
the Prior Fiscal Years, (ii) the Interim Period with respect to either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
Registrant’s financial statements, or (iii) any matter that was either the
subject of a Disagreement or a Reportable Event.
Under
the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures as required by Exchange
Act Rule 13a-15(b) as of the end of the period covered by this report. Based
on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding
the
reliability of our financial reporting for external purposes in accordance
with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that
in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of April 30, 2008. There were no
changes in our internal control over financial reporting during the quarter
ended April 30, 2008 that have materially affected, or are reasonably likely
to
materially affect, our internal control over financial reporting. Our
independent auditors have not audited and are not required to audit this
assessment of our internal control over financial reporting for the fiscal
year
ended April 30, 2008.
Item
8B. Other
Information.
None.
The
following table sets forth certain information concerning our directors and
executive officers:
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Mark
Shefts
|
|
50
|
|
Acting
Chief Executive Officer,
Secretary,
Treasurer, Director
|
|
|
|
|
|
Wanda
Shefts
|
|
50
|
|
Executive
Vice President, Director
|
|
|
|
|
|
Sherry
Houtkin
|
|
57
|
|
Director
|
This
Form
10-KSB was filed on extension due to the death of the Registrant’s Chief
Executive Officer, Harvey Houtkin, in July 2008. There is now a vacancy on
the
Board due to Mr. Houtkin’s death. Mark Shefts is now as acting as Chief
Executive Officer since August 7, 2008.
Each
director has been elected to serve until the next annual meeting of
stockholders, or until his earlier resignation, removal from office, death
or
incapacity. Officers are elected by the directors at meetings called by the
directors for such purpose.
Mark
D. Shefts
has been
our Secretary/Treasurer and a director since February 1993 and Acting Chief
Executive Officer since August 7, 2008. He also serves as our Chief
Financial Officer. He previously held these positions from 1982 through April
1987. He was a member of the Chicago Stock Exchange and is President,
Treasurer and a co-owner of Domestic Securities. He has been a principal
of All-Tech since early 1988 and has been its President, Chief Operating
Officer, Chief Financial Officer, Treasurer and a Director since that
time. Mr. Shefts is licensed as a Commodity Pool Operator and a
Commodity Trading Advisor by the National Futures Association. He is also
a Certified Financial Services Auditor of the National Association of Financial
Services Auditors, a Certified Fraud Examiner of the Association of Certified
Fraud Examiners, and an arbitrator for the American Arbitration Association
and
NASD Dispute Resolution, Inc. Mr. Shefts graduated in 1979 from Brooklyn
College of the City of New York with a Bachelor of Science Degree in
Accounting.
Wanda Shefts
has been
our Vice President and a director since February 1993. She previously held
these positions from 1982 through April 1987. She has an Associates Degree
from Kingsborough Community College.
Sherry
Houtkin
has been
one of our directors since February 1994. She has not been affiliated or
employed by any other company in the last five years.
Family
Relationships
Mark
Shefts and Wanda Shefts are husband and wife. Harvey Houtkin (deceased)
and Wanda Shefts were brother and sister. Harvey Houtkin and Sherry
Houtkin were husband and wife.
Our
Board
of Directors does not currently have a compensation committee, audit committee
or nominating committee. We do not have an Audit Committee financial
expert. We believe that the cost of retaining a financial expert at this
time is too prohibitive given our current financial condition.
Compliance
with Section 16(a) of The Securities Exchange Act of 1934
To
our
knowledge, based solely on a review of such materials as are required by the
Securities and Exchange Commission, no officer, director or beneficial holder
of
more than ten percent of our issued and outstanding shares of Common Stock
failed to timely file with the Securities and Exchange Commission any form
or
report required to be so filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
Code
of Ethics
We
have
not adopted a code of ethics as of the date hereof. We are considering
whether to adopt such a plan in the future.
Summary
Compensation Table
The
following table sets forth the overall compensation earned over the fiscal
year
ended April 30, 2008 and 2007 (1) each person who served as the principal
executive officer of the Company during fiscal year 2008; (2) the Company’s most
highly compensated (up to a maximum of two) executive officers as of April
30,
2008 with compensation during fiscal year 2008 of $100,000 or more; and (3)
those two individuals, if any, who would have otherwise been in included in
section (2) above but for the fact that they were not serving as an executive
of
the Company as of April 30, 2008.
|
|
|
|
|
|
|
|
|
|
Salary Compensation
|
|
|
|
|
|
|
|
Name and
Principal
Position
|
|
Fiscal
Year
|
|
Salary ($)
|
|
Bonus
($)
|
|
Stock
Awards
|
|
Options
Awards
($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($) (2)(3)
|
|
Total ($)
|
|
Harvey
Houtkin
|
|
|
2008
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Chief
Executive Officer
|
|
|
2007
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Shefts
|
|
|
2008
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$ |
4,000
|
|
$
|
|
|
Chief
Financial Officer
|
|
|
2007
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
$
|
4,000
|
(4)
|
$
|
4,000
|
|
(1)
|
Reflects
dollar amount expensed by the company during applicable fiscal year
for
financial statement reporting purposes pursuant to FAS 123R. FAS
123R requires the company to determine the overall value of the options
as
of the date of grant based upon the Black-Scholes method of valuation,
and
to then expense that value over the service period over which the
options
become exercisable (vest). As a general rule, for
time-in-service-based options, the company will immediately expense
any
option or portion thereof which is vested upon grant, while expensing
the
balance on a pro rata basis over the remaining vesting term of the
option. For a description FAS 123 R and the assumptions used in
determining the value of the options under the Black-Scholes model
of
valuation, see the notes to the financial statements included with
this
Form 10-KSB.
|
(2)
|
Includes
all other compensation not reported in the preceding columns, including
(i) perquisites and other personal benefits, or property, unless
the
aggregate amount of such compensation is less than $10,000; (ii)
any
“gross-ups” or other amounts reimbursed during the fiscal year for the
payment of taxes; (iii) discounts from market price with respect
to
securities purchased from the company except to the extent available
generally to all security holders or to all salaried employees; (iv)
any
amounts paid or accrued in connection with any termination (including
without limitation through retirement, resignation, severance or
constructive termination, including change of responsibilities) or
change
in control; (v) contributions to vested and unvested defined contribution
plans; (vi) any insurance premiums paid by, or on behalf of, the
company
relating to life insurance for the benefit of the named executive
officer;
and (vii) any dividends or other earnings paid on stock or option
awards
that are not factored into the grant date fair value required to
be
reported in a preceding column.
|
(3) |
Includes
compensation for service as a director described under Director
Compensation, below.
|
(4)
|
Represents
fees for administrative, accounting and bookkeeping services, which
is the
sole compensation paid to any executive officer in fiscal 2008 and
2007.
These fees were paid to an affiliate of Mr.
Shefts.
|
Directors
do not receive any compensation for serving as such or for attending meetings
of
the Board. They may be reimbursed their accountable expenses for attending
meetings.
We
do not
have any employment agreements or stock option or bonus plans with any of its
executive officers and we do not have any employees. The only compensation
paid
to any executive officer is a fee of approximately $1,000 per quarter paid
to an
affiliated entity owned by Mr. Shefts for administrative, accounting and
bookkeeping services.
Executive
Officer Outstanding Equity Awards At Fiscal Year-End
The
following table provides certain information concerning any common share
purchase options, stock awards or equity incentive plan awards held by each
of
our named executive officers that were outstanding as of April 30,
2008.
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
|
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
|
Equity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
|
Harvey
Houtkin
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Shefts
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
We
have
no outstanding options.
DIRECTOR
COMPENSATION
Stock
Options
Stock
options and equity compensation awards to our directors are at the discretion
of
the Board. During the past three years, no options or equity awards have been
made to our directors.
Cash
Compensation
No
cash
compensation is paid to our directors for attending Board meetings.
Director
Compensation
The
following table shows the overall compensation earned for the 2008 fiscal year
with respect to each director as of April 30, 2008.
|
|
DIRECTOR COMPENSATION
|
|
Name and
Principal
Position
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Stock
Awards ($)
|
|
Option
Awards ($)
(1)
|
|
Non-Equity
Incentive Plan
Compensation
($) (2)
|
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation ($)
(3)
|
|
Total ($)
|
|
Harvey
Houtkin, Director
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark
Shefts, Director
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wanda
Shefts, Director
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sherry
Houtkin, Director
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1) |
Reflects
dollar amount expensed by the company during applicable fiscal year
for
financial statement reporting purposes pursuant to FAS 123R. FAS
123R requires the company to determine the overall value of the options
as
of the date of grant based upon the Black-Scholes method of valuation,
and
to then expense that value over the service period over which the
options
become exercisable (vest). As a general rule, for
time-in-service-based options, the company will immediately expense
any
option or portion thereof which is vested upon grant, while expensing
the
balance on a pro rata basis over the remaining vesting term of the
option. For a description FAS 123 R and the assumptions used in
determining the value of the options under the Black-Scholes model
of
valuation, see the notes to the financial statements included with
this
prospectus.
|
(2) |
Excludes
awards or earnings reported in preceding
columns.
|
(3) |
Includes
all other compensation not reported in the preceding columns, including
(i) perquisites and other personal benefits, or property, unless
the
aggregate amount of such compensation is less than $10,000; (ii)
any
“gross-ups” or other amounts reimbursed during the fiscal year for the
payment of taxes; (iii) discounts from market price with respect
to
securities purchased from the company except to the extent available
generally to all security holders or to all salaried employees; (iv)
any
amounts paid or accrued in connection with any termination (including
without limitation through retirement, resignation, severance or
constructive termination, including change of responsibilities) or
change
in control; (v) contributions to vested and unvested defined contribution
plans; (vi) any insurance premiums paid by, or on behalf of, the
company
relating to life insurance for the benefit of the director; (vii)
any
consulting fees earned, or paid or payable; (viii) any annual costs
of
payments and promises of payments pursuant to a director legacy program
and similar charitable awards program; and (ix) any dividends or
other
earnings paid on stock or option awards that are not factored into
the
grant date fair value required to be reported in a preceding
column.
|
The
following table sets forth information as of August 7, 2008, with respect
to
|
• |
any
person known by us to own beneficially more than 5% of our common
stock;
|
|
• |
common
stock beneficially owned by each of our officers and directors;
and
|
|
• |
the
amount of common stock beneficially owned by our officers and directors
as
a group.
|
Name
& Address of Beneficial
Owner
|
|
Number
of
Shares
Beneficially
Owned
|
|
Approximate
Percent
of Common Stock Outstanding (1)
|
|
|
|
|
|
|
|
Estate
of Harvey Houtkin and Sherry Houtkin (2)
(3) (4)
|
|
|
3,591,005
|
|
|
50.9
|
%
|
|
|
|
|
|
|
|
|
Mark
Shefts and Wanda Shefts (2) (5)
|
|
|
3,582,088
|
|
|
50.8
|
%
|
|
|
|
|
|
|
|
|
All
directors and Executive officers as a group (4 persons)
|
|
|
6,995,783
|
|
|
99.2
|
%
|
(1) |
Based
upon 7,050,540 shares of common stock issued and outstanding as of
August
7, 2008.
|
(2) |
The
address of such person is 160 Summit Avenue, Montvale, NJ
07645.
|
(3) |
Includes
177,310 shares owned by Rushmore Financial Services, Inc. which is
one-half owned by Harvey Houtkin and one-half owned by Mark
Shefts.
|
(4) |
Includes
3,413,695 shares owned directly by Mr. Houtkin and zero shares owned
directly by Sherry Houtkin, his
wife.
|
(5) |
Includes
3,404,778 shares owned by Wanda Shefts and zero shares owned directly
by
Mark Shefts, her husband.
|
During
the fiscal years ended April 30, 2008 and 2007, Mr. Shefts and his affiliates
provided bookkeeping, accounting and administrative services to us for which
we
paid him or his affiliates $4,000 each year. In addition, upon the sale of
our real estate in July 2005, the credit facility of $100,000 that we had with
Mr. Shefts was terminated.
3.a.
|
Our
Articles of Incorporation (1)
|
|
|
3.b.
|
Our
By-Laws (2)
|
|
|
31
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from
the
Company’s Acting Chief Executive Officer and Chief Financial Officer
(3)
|
|
|
32
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from
the
Company’s Acting Chief Executive Officer and Chief Financial Officer
(3)
|
|
(1) |
Previously
filed as an exhibit to the Company’s Registration Statement on Form 10-SB
(SEC File No. 0-30432) filed on or about July 30, 1999, and incorporated
herein by this reference.
|
|
(2) |
Previously
filed as an exhibit to Amendment No. 1 to the Company’s Registration
Statement on Form 10-SB (SEC File No. 01-15207) filed on or about
August
2, 1999, and incorporated herein by this
reference.
|
Statements
contained in this Form 10-KSB as to the contents of any agreement or other
document referred to are not complete, and where such agreement or other
document is an exhibit to this Report or is included in any forms indicated
above, each such statement is deemed to be qualified and amplified in all
respects by such provisions.
Prior
Independent Auditor
Wolinetz,
Lafazan & Company, P.C. (“WL”), Certified Public Accountants, is the
independent registered public accounting firm that audited our financial
statements for the fiscal years ended April 30, 2007 and 2006. WL has performed
the following services and has been paid the following fees for these fiscal
years.
Audit
Fees
WL
billed
$5,800 and $8,500 for its audit of our financial statements for the fiscal
year
ended April 30, 2007 and for the review of the financial statements included
in
our filing of our quarterly reports on form 10-QSB during the fiscal years
ended
April 30, 2008 and 2007, respectively.
Audit-Related
Fees
WL
was
not paid any additional fees for the fiscal years ended April 30, 2008 and
2007
for assurance and related services reasonably related to the performance of
the
audit or review of our financial statements.
Tax
Fees
WL
billed
$1,000 for each of the fiscal years ended April 30, 2008 and 2007 for
professional services rendered for tax compliance, tax advice and tax planning.
All
Other
Fees
WL
was
paid no other fees for professional services during the fiscal years ended
April
30, 2008 and 2007.
Audit
Committee Pre-Approval Policies
The
Board
of Directors, which performs the equivalent functions of an audit committee,
currently does not have any pre-approval policies or procedures concerning
services performed by its auditors. All the services performed by the Company’s
auditors that are described above were pre-approved by the Board of Directors.
Less than 50% of the hours expended on WL’s engagement to audit our financial
statements for the fiscal years ended April 30, 2007 and 2006 were attributed
to
work performed by persons other than WL’s full-time, permanent
employees.
New
Independent Auditor
On
July
9, 2008, the board of directors approved and engaged Rosenberg, Rich, Baker,
Berman & Company (RRBB) as our independent registered public accounting firm
for the audit of our financial statements for the fiscal year ended April 30,
2008. During the year ended April 30, 2008, RRBB did not bill the company
for any services relating to the audit of our financial statements or for any
other services.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
ARBOR
ENTECH CORPORATION
|
|
|
|
|
|
By:
|
/s/
Mark Shefts
|
|
|
|
Mark
Shefts
|
|
|
Acting
Chief Executive Officer
|
|
|
|
Dated:
August 12, 2008
|
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
SIGNATURES
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
|
|
|
s/
Mark Shefts
|
|
|
Acting
Chief Executive Officer, Secretary/Treasurer,
|
|
August
12, 2008
|
Mark
Shefts
|
|
Principal
Financial
|
|
|
|
|
And
Accounting Officer
|
|
|
|
|
And
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
s/
Wanda Shefts
|
|
|
Exec.
V. Pres., Director
|
|
August
12, 2008
|
Wanda
Shefts
|
|
|
|
|
|
|
|
|
|
s/ Sherry Houtkin
|
|
|
Director
|
|
August
12, 2008
|
Sherry
Houtkin
|
|
|
|
|
SUPPLEMENTAL
INFORMATION
Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of
the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
NOT
APPLICABLE.