Item 1 - Business
(a) GAP Instrument Corp., organized in 1953, is a systems engineering oriented manufacturing organization, producing electromechanical/solid state systems to satisfy specific military and commercial requirements for application on board ships, in aircraft, and at ground-based installations. These various systems are primarily servo mechanisms (gear trains run by motors, synchros and resolvers) and state-of-the-art signal data-conversion equipment employed in load actuation, information readout display, and operation control. GAP Instrument Corp. is fully aware that its military manufacturing business over the next decade will continue to decline. While utilizing the same disciplines to continue its efforts in the areas of test equipment and simulation equipment, GAP Instrument Corp. has found appropriate areas of diversification to convert from a military manufacturing market. GAP Instrument Corp. has entered the Electronic Data Interchange (EDI) market as a Value Added Network (VAN) connecting Federal contractors to the Department of Defense and Federal Agencies. The United States Government has been in the process of changing from a paper based system to an electronic system since 1985. This culminated in an executive memo (Federal Register Vol. 58 #207) and by legislation, the Federal Acquisition Streamlining Act of 1994 (Public Law 103-355). These two documents set the ground rules for the Federal conversion to Electronic Data Interchange (EDI). The only means of communicating with the Government is via a licensed and certified Value Added Network. GAP Instrument Corp. is one of the 28 licensed and certified Value Added Networks. Procurement is the first area that the Government is converting to EDI.
(b) GAP Instrument Corp.'s operations are no longer classified as a single industry segment.
(1) (I) The principal market for GAP Instrument Corp.'s equipment has been the Department of Defense for military requirements. GAP Instrument Corp. deals with the Department of Defense directly in open competitive bidding and as a subcontractor to other major defense contractors on larger programs. GAP Instrument Corp. operates a Value Added Network and is certified to carry Federal Acquisition Network (FACNET) transmissions. GAP Instrument Corp. is selling VAN service to contractors who do business with the Federal Government.
(II) Not applicable
(III) The materials utilized in the equipment produced by GAP Instrument Corp. are obtained from standard sources within the United States. These standard sources include foundries, sheet metal shops, machine shops, component manufacturers, etc.
(IV) None of the equipment or processes utilized by GAP Instrument Corp. are covered by patents, licenses, franchises, etc.
(V) Not applicable.
(VI) Manufacturing operations are scheduled to fulfill specific product orders under firm contracts primarily from the Department of Defense. GAP Instrument Corp. does not carry significant amounts of stock inventory.
(VII) GAP Instrument Corp.'s present overall business is dependent on, the Department of Defense, which presently purchases, either directly or indirectly, approximately 70 percent in value of its products. This is in the process of shifting to providing VAN service to other Government contractors.
(VIII) The dollar backlog of orders of GAP Instrument Corp. at September 30, 1996 was $196,000, compared to $116,000 at December 31, 1995. All of the September 30, 1996 backlog is expected to be shipped in fiscal year ending September 30, 1997.
(IX) Not applicable (X) Item (c)(1)(I).
(XII)Compliance with environmental regulations has not had a material effect on capital expenditures.
(2) (I) Not applicable
(II) Department of Defense.
(III) None.
(IV) The total number of personnel employed by GAP Instrument Corp. as of the end of fiscal year 1996 was 5.
(d) GAP Instrument Corp. does not engage in material operations in foreign countries, nor is its business dependent on a domestic geographic location.
Item 2
Item 2 - Properties
(a) On December 31, 1994 GAP Instrument Corp. leased space at 100 Horse Block Rd., Yaphank from an affiliate company. The rent is currently $3,200 per month on a month to month basis. Rent expense from Jan 1, 1996 to September 30, 1996 was $35,400 for the Yaphank facility.
Item 3
Item 3 - Legal Proceedings
(a) On September 24, 1993, GAP Instrument Corp. the Debtor filed partitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York. Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as "Debtor-in-Possession". These claims are reflected in the December 31, 1994 balance sheet as "Liabilities subject to Compromise." Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. On October 2, 1995, the Company's Plan of Reorganization was approved by the United States Bankruptcy Court. Payments under the approved plan are reflected on the Balance Sheet as of December 31, 1995 as "Liabilities under a Plan of Reorganization." Under the terms of the plan of reorganization payments to the Internal Revenue Service and New York State Department of Labor provide for full payment of amounts due over five years. Claims of two prior officers are payable at a reduced amount over the same five years. All unsecured creditors will be paid fifty percent of their claim in five equal installments upon the first, second, third, fourth and fifth anniversaries of approval of the Plan. A former officer of the company has commenced action against the company. The management believes that any settlement if any will not have an material effect on the company.
(b) Amendment to the Articles of Incorporation approved by New York State changed authorized shares from 104,000,000 to 604,000,000 shares, per approval by stockholders at an annual meeting of stockholders May 2, 1995.
Item 4
Item 4 - Submission of Matters to a Vote of Security Holders
On 2 May 1995 an Annual Meeting of Stockholders was held. A resolutions was passed to authorize and empower the Board of directors to amend the Articles of Incorporation to increase the authorized common stock of GAP Instrument Corporation from its present amount of One Hundred Four Million (104,000,000) shares to Six Hundred Four Million (604,000,000) shares of par value of One Ten Thousandth of a cent per share ($0.000001). The State of New York approved this action April 1996. PART II
Item 5
Item 5 - Market for the Registrant's Common Stock and Related Security Holders' Matters
At September 30,1996 , GAP Instrument Corp. had issued and outstanding 111,290,603 shares of common stock held by 1,087 stockholders of record. Market prices listed in the following tabulation were obtained from the National Quotation Bureau, Inc., and represent prices between dealers and do not include retail markup, markdown, or commission, and may not necessarily represent actual transactions.
Item 6
Item 6 - FIVE YEAR SELECTED FINANCIAL DATA FOR THE PERIODS ENDED
(1) Note Payable expunged during the Chapter 11 Proceeding Item 7
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources
GAP Instrument Corp. has primarily relied on its results from operations to provide working capital. Due to lack of working capital on September 23, 1993, GAP Instrument Corp. the Debtor filed partitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York.
In order to continue operations, and pay post petition expenses, GAP Instrument Corp. issued, on July 29, 1994, 93,000,000 shares of common stock, and on October 31, 1995, 1,744,070 shares of common stock, and on June 16, 1996 12,613,290 shares of common stock, to suppliers and key personnel.
On October 2, 1995 GAP Instrument Corp. emerged from Chapter 11 and is operating under a plan approved by the United States Bankruptcy Court for the Eastern District of New York and the creditors.
Management's plans and GAP Instrument Corp.'s ability to continue in existence as a going concern is substantially dependent upon the continued financial support of its principle shareholders, its ability to obtain equity and/or debt financing, and/or the commercial success of its VAN operations. There can be no assurance, however, that management's plan will be successful.
RESULTS OF OPERATIONS Operating income (loss) for the fiscal years 1996, 1995 and 1994, were ($391,715), ($98,016) and ($154,677). Sales volume for the respective years were $188,403, $258,548 and $332,312. Sales volume for the years 1996, 1995 and 1994 were substantially less than prior years as the Department of Defense is now only buying parts to replace and repair as the part is needed. General and administrative costs are reviewed continually to keep expenses as low as possible.
GAP Instrument Corp. is fully aware that its military business over the next decade will continue to decline. Thus, GAP Instrument Corp. entered the telecommunications market as an Electronic Data Interchange (EDI) Value Added Network (VAN) for the Federal Government and for Federal contractors.
Federal tax loss carry forwards at September 30, 1996 are ($801,000) which will provide for future tax benefits relief in future years.
The dollar backlog of sales at September 30 ,1996 and December 31, 1995 and 1994 were $196,000, $116,000 and $48,500. All of the FY 1996 backlog will be shipped in FY 1997. Item 8
Item 8 - Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of GAP Instrument Corp.
We have audited the accompanying balance sheet of GAP Instrument Corp. as of September 30, 1996, and the related statements of loss and accumulated deficit, and cash flows for the nine months then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company, as of December 31, 1995 and 1994, were audited by other auditors whose reports, dated April 29, 1996 and January 31, 1995, respectively, included explanatory paragraphs that described the Company's going concern uncertainty.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GAP Instrument Corp. as of September 30, 1996, and the results of its operations and its cash flows for the nine months then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recently emerged from bankruptcy, has suffered recurring losses from operations and has a working capital and shareholder deficiency at September 30, 1996. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ ISRAELOFF, TRATTNER & CO., CPAs, P.C.
December 3, 1996 Valley Stream, New York INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of GAP Instrument Corp.
We have audited the accompanying balance sheet of GAP Instrument Corp. (a New York corporation) as of December 31, 1995, and the related statements of income (loss) and accumulated deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of GAP Instrument Corp. as of December 31, 1994 and 1993 were audited by other auditors whose report dated January 31, 1995, on those statements included explanatory paragraphs that described the Company's going concern issue.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of GAP Instrument Corp. as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ SCHWAEBER SLOANE SCHULMAN & CO., PC
Great Neck NY April 29, 1996 Deirdre C. Morrison, CPA 71 Amy Dr. Sayville, New York
To the Board of Directors and Stockholders GAP Instrument Corp. Yaphank, New York
I have audited the financial statements and supplemental schedules of GAP Instrument Corp. listed in Item 14 for the years ended December 31, 1994 and 1993. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The financial statements and supplemental schedules as listed in Item 14 for the years ended December 31, 1992 and 1991 were audited by other auditors whose report dated April 30, 1993, expressed an unqualified opinion on those statements.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GAP Instruments Corp. as of December 31, 1994 and 1993 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that GAP Instrument Corp. will continue as a going concern. There is substantial doubt about the ability of GAP Instrument Corp. to continue as a going concern at December 31, 1994. As shown in the financial statements, the Company had net losses of $(162,202), $(438,457), and $ (154,083) during each of the three years ended December 31, 1994, 1993 and 1992, and, as of those dates, had net equity (deficit) of $(433,718), $(511,390), and $(167,934) respectively. As described in Note 1, the Company has filed under Chapter 11 of the Bankruptcy Code. The liabilities on the balance sheet are subject to comprise from the reorganization plan, however, since the plan has not been finalized, no adjustments have been made to the financial statements at December 31, 1994.
Deirdre C. Morrison, CPA
Sayville, New York January 31, 1995 GAP INSTRUMENT CORP. BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 ASSETS
See accompanying notes to financial statements. GAP INSTRUMENT CORP. STATEMENTS OF INCOME (LOSS) AND ACCUMULATED DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995, AND 1994
See accompanying notes to financial statements. GAP INSTRUMENT CORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
See accompanying notes to financial statements. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
LINE OF BUSINESS
GAP Instrument Corp. (the Company), organized in 1953, is a systems engineering oriented manufacturing organization, producing electronic products used for data conversion and display instrumentation on board ships, in aircraft, and at ground-based installations.
While utilizing the same disciplines to continue its efforts in the areas of test and simulation equipment, the Company has commenced operations of a Value Added Network (VAN) connecting Federal contractors via the Internet to the Department of Defense and Federal Agencies.
CHANGE IN FISCAL YEAR
The Company has changed its fiscal year from December 31 to September 30. The accompanying financial statements include audited financial statements for the nine months ended September 30, 1996 and for the years ended December 31, 1995 and 1994. Unaudited financial information for the nine months ended September 30, 1995 is presented for comparative purposes only.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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. Significant estimates include those related to the valuation of receivables and litigation. It is at least reasonably possible that the significant estimates used will change within the next year.
FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, and trade receivables and payables for which carrying amounts approximate fair value. It is not practicable to estimate the fair value of the Company's reorganization debt or shareholder debt.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers demand deposits and money market funds to be cash.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment is stated at cost. Major expenditures for property and those which substantially increase useful lives are capitalized. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, EQUIPMENT AND DEPRECIATION (CONTINUED)
Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. Depreciation is provided by straight-line and accelerated methods over the estimated useful lives of the assets.
DEFERRED REVENUE AND CUSTOMER DEPOSITS
The Company sells annual subscriptions to its VAN. Revenue from those subscriptions are taken into income on a straight-line basis over the one-year period of the subscriptions. Related costs are expenses as incurred. Customer deposits represent amounts received on account for future product to be provided.
MAJOR CUSTOMERS
At September 30, 1996 and December 31, 1995, the U.S. Department of Defense accounted for 76% and 89% of the accounts receivable balance, respectively. For the nine months ended September 30, 1996 and the years ended December 31, 1995 and 1994, these agencies accounted for 69%, 87% and 74% of sales, respectively.
PER SHARE DATA
Earnings per share data are based on the average number of common shares outstanding during the period. The average number of common shares outstanding for September 30, 1996 and December 31, 1995 and 1994 were 103,498,158, 98,678,423 and 96,934,353, respectively.
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform with the current year presentation.
2. BASIS OF PRESENTATION AND REORGANIZATION
The accompanying financial statements have been prepared on a going concern basis, which assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business.
On September 24, 1993, the Company filed petitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York. The Company operated under the Court's protection until October 5, 1995, when the Court confirmed the Company's Plan of Reorganization (the Plan). Pursuant to the Plan, the Company was relieved of all long-term debt agreements. The Company's remaining liabilities were negotiated. The Company recognized an extraordinary gain of $293,870, representing the difference between the carrying value of the GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
2. BASIS OF PRESENTATION AND REORGANIZATION (CONTINUED)
liabilities and the amount required to be repaid by the Company. The resulting liabilities are reflected in the Balance Sheet as "Liabilities Resulting from the Plan of Reorganization".
Although the Company has emerged from Chapter 11, as shown in the accompanying financial statements, the Company has suffered recurring operating losses and, at September 30, 1996, the Company has a working capital deficiency of $267,434 and a shareholder's deficit of $387,465. Management's plans and the Company's ability to continue in existence as a going concern is substantially dependent upon the continued financial support of its principal shareholders, its ability to obtain equity and/or debt financing, and/or the commercial success of its VAN operations. There can be no assurance, however, that management's plan will be successful.
3. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest in 1996 was $3,912.
Additionally, during 1996, the Company had the following non-cash financing activities:
The Company issued common stock in exchange for services in the amount of $252,614. The Company forfeited a deposit for a building acquisition in the amount of $5,000.
4. PROPERTY AND EQUIPMENT
Major classes of property and equipment consist of the following:
The depreciation expense for the nine months ended September 30, 1996 and the years ended December 31, 1995 and 1994 was $8,674, $4,675 and $1,905, respectively. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
5. LIABILITIES RESULTING FROM PLAN OF REORGANIZATION
As discussed in Note 2, the Company's liabilities resulting from its confirmed plan of reorganization are reflected in the balance sheet as Liabilities Resulting from Plan of Reorganization. These liabilities consist of the following:
GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
6. INCOME TAXES
The annual provision for income taxes differs from amounts computed applying the maximum federal income tax rate to the pre-tax income as follows:
Unused operating losses for federal and state income tax purposes of approximately $801,000, are available for carry forward against future years' taxable income and expire through the year 2009.
Deferred tax benefits for the carryforward losses have been fully offset by valuation allowances since it has not been established that realization of these benefits is more likely than not.
7. RELATED PARTY TRANSACTIONS
The Company rents its facility from a principal shareholder on a month to month basis for $3,200 per month. Rent expense was $35,400 in 1996. Rent expense to the prior unrelated landlord was $28,000 in 1995 and $14,000 in 1994 (Note 5).
Two principal shareholders provide the Company with electromechanical assembly and network services. The total expense was $84,369 and $58,300 in 1996 and 1995, respectively. There were no charges in 1994. Additionally, included in accounts payable at September 30, 1996 and December 31, 1995 are $111,769 and $10,000, respectively, payable to these shareholders.
The balance due to shareholders represents non-interest bearing advances with no definite due date.
8. TRANSITIONAL REPORTING (Unaudited)
The following unaudited information, for the nine months ended September 30, 1995, is presented for comparative purposes:
GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
9. SHAREHOLDERS' DEFICIT
Stock Exchanged for Services
During 1996, the Company issued 12,630,700 shares of common stock in exchange for consulting services rendered. The value of the services has been charged to operations, and additional paid-in capital has been increased by $252,601 representing the excess value of the services over the par value of the common stock issued.
Recapitalization
During 1996, the Company authorized an additional 500,000,000 shares of common stock, bringing the number of shares authorized to 604,000,000. The par value of the stock was reduced to $.000001.
10. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is a party to litigation involving a former officer of the Company. Management believes that the settlement of the claim will not have a material adverse effect on the Company's financial position or results of operations. Item 9
Item 9 - Disagreements on Accounting and Financial Disclosure None
Part III Item 10
Item 10 - Directors and Executive Officers of the Registrant
The shares of Common Stock indicated above are the only securities of GAP Instrument Corp. owned by the directors and executive officers of the registrant.
BUSINESS EXPERIENCE
James Edwardson, Chairman of the Board of Directors and CEO has twenty plus years experience managing high tech corporations. In March of 1993 Mr. Edwardson was added to the Board of Directors to help change the direction of the company and develop some new high tech products or services to take GAP Instrument Corp. into the twenty-first century.
Robert Baer, President and Director, has owned and operated various businesses for the past thirty years. Bob was elected President in June 1995. He has guided GAP Instrument Corp. through its recent reorganization.
Letty A. Norjen, Secretary and Director, has served as a corporate officer and director in various corporations for the past twenty years. She currently sits on the Board of Directors of four corporations. She has extensive experience in the service industry, and dealing with the public. Letty joined GAP in 1993.
Deirdre Morrison, Treasurer and CFO, is a CPA with more than fifteen years experience in the areas of accounting and auditing. Deirdre joined GAP in June 1995.
Michael H. Fasullo, Director, is a Senior administrator for a Government agency. He has twenty plus years experience in the internal workings of Government. Michael became a Director of GAP in 1993.
Item 11
Item 11 - Management Remuneration and Transactions
In 1996, total remuneration for all Directors and Officers was $0.
Item 12
Item 12 - Security Ownership of Certain Beneficial Owners and Management
(1) Amount includes the 30,996,732 shares owned by Eloco Inc. and the 31,306,950 shares owned by Advanced Logic Resources, Inc. by virtue of owning 25% stock interest in the aforementioned companies.
Beneficially owned securities of GAP Instrument Corp. held by all Directors and Officers of GAP Instrument Corp. as a group:
(2) Late reports of transactions not reported in a timely basis.
1. Advanced Logic Resources Inc., amended Form 3 2. Advanced Logic Resources Inc., Form 4: 15 transactions 3. Eloco Inc., amended Form 3 4. Eloco Inc., Form 4: 15 transactions 5. James Edwardson, amended Form 3 6. James Edwardson, Form 4: 1 transaction 7. Michael Fasullo, amended Form 3 8. Michael Fasullo, Form 4: 2 transactions 9. Letty Norjen, amended Form 3 10. Letty Norjen, Form 4: 2 transactions 11. Deirdre Morrison, Form 3 12. Deirdre Morrison, Form 4: 2 transactions 13. Robert Baer, Form 3 14. Robert Baer, Form 4: 2 transactions 15. Eloco Inc., ALR of West Virginia, Inc. and Edwardson Kennels Inc. (Filing jointly/group); Form 3 16. Eloco Inc., ALR of West Virginia, Inc. And Edwardson Kennels Inc. (Filing jointly/group); Form 4: 15 transactions.
Item 13
Item 13 - Certain Relationships and Related Transactions
None PART IV
Item 14
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(1) Financial Statements: Reference is made to Part II, Item 8.
(2) Exhibits Index: (3), (4) Reference is made to Form 10-K for the year ended December 31, 1980. (5), (9), (10), (11), (12), (13), (18), (19), (20), (22), (23), (24), (25), and (28) are not applicable.
(3) Financial Statement Schedules for the Years Ended December 1996, 1995 and 1994:
None.
(4) Reports on Form 8-K: The Company filed a Report on Form 8K for the last quarter covered by these financial statements. The Company filed a Report on Form 8K subsequent to year end.
(THIS SPACE INTENTIONALLY LEFT BLANK) SIGNATURES
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.
GAP INSTRUMENT CORP.