Business Context and Reporting Period
Company: Ultronics Corporation (Note: Request metadata listed "Citrotech Inc.", but the filing text identifies the registrant as Ultronics Corporation).
Reporting Period: Fiscal year ended December 31, 1997.
Business Status: The Company is a "development stage" entity with no active operations. Its primary mission is to investigate potential business opportunities for merger or acquisition. In 1997, new management took control, replacing prior management associated with Capital General Corporation. The Company has no employees and operates out of the President's office rent-free.
Key Financial Metrics
| Metric | 1997 | 1996 |
|---|---|---|
| Total Assets | $25,000 | $0 |
| Revenues | $0 | $0 |
| Operating Expenses | $2,623 | $0 |
| Net Loss | $(2,623) | $0 |
| Cash Flow from Operations | $0 | $0 |
| Cash Flow from Financing | $25,000 | $0 |
| Current Liabilities | $2,623 | $0 |
| Stockholders' Equity | $22,377 | $0 |
| Shares Outstanding | 6,000,000 | 1,000,000 |
Material Changes vs. Prior Period
- Capitalization: The Company sold 5,000,000 shares of common stock in December 1997 for an aggregate price of $25,000 ($0.005 per share). This increased total assets from $0 to $25,000.
- Management Change: Control of the Company changed in 1997. Prior management resigned, and W. Reed Jensen became President and Director.
- Expense Recognition: The Company incurred $2,623 in professional fees (accounting/legal) in 1997, resulting in a net loss, whereas prior years had no recorded expenses or losses.
- Ownership Concentration: Following the 1997 stock sale, W. Reed Jensen and his adult children collectively own approximately 58.34% of the outstanding shares.
Outlook, Risks, and Management Commentary
- Strategy: Management is actively seeking business acquisition opportunities but has not identified a specific target. There is no assurance a transaction will occur.
- Liquidity: The Company has $25,000 in cash. Expenses are currently limited to maintaining corporate status and SEC reporting. Future costs for investigating deals may require additional capital.
- Risks:
- No Operations: The Company has no revenue and no history of profitable operations.
- Dilution: Future acquisitions will likely require issuing stock, causing substantial dilution to current shareholders.
- Management Discretion: Management has unrestricted discretion to select business opportunities without shareholder approval unless required by law.
- Related Party Influence: Key consultant Mark Peterson may exercise significant influence on future mergers despite not currently owning shares.
- Dividends: The Company has never paid dividends and does not anticipate paying them in the foreseeable future.
Investor Verification Checklist
- Verify the identity of the registrant (Ultronics Corporation) versus the metadata request (Citrotech Inc.).
- Confirm the lack of an active trading market; the stock trades sporadically on the OTC Bulletin Board (Symbol: UTRO).
- Review the concentration of ownership among W. Reed Jensen and his family (approx. 58% of shares).
- Assess the $2,623 in accounts payable and the sufficiency of the $25,000 cash balance to fund future search activities.
- Investigate the background of prior management (Capital General Corporation) noted to have had legal problems in the past.