Monarch Services Inc – ‘10KSB40/A’ for 4/30/98

As of:  Friday, 8/28/98   ·   For:  4/30/98   ·   Accession #:  202685-98-8   ·   File #:  0-08512

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Amendment to Annual Report — Small Business — [x] Reg. S-B Item 405   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB40/A   Amendment to Annual Report -- Small Business --        9     35K 
                          [x] Reg. S-B Item 405                                  

Document Table of Contents

10KSB40/A
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SECURITES AND EXCHANGE COMMISSION   
WASHINGTON, D.C. 20549      
----------------------      
FORM 10-KSB       
Annual Report Pursuant to Section 13 or 15(d) of      
the Securities Exchange Act of 1934       

For the fiscal year ended    April 30, 1998   Commission File No. 0-8512        
----------------------      

MONARCH AVALON, INC.  
(Name of small business issuer in its charter)    

DELAWARE                410-254-9200           52-1073628 
(State or other jurisdiction   (Issuer's telephone    (I.R.S. Employer          
of incorporation or         number, including    Identification No.)    
organization)               area code)                            

4517 Harford Road                       21214 
  Baltimore, Maryland                   (Zip code)
(Address of principal executive offices)                            

Securities registered pursuant to Section 12(g) of the Act:         
Common Stock, $.25 par value          
(Title of each class)           

      Check whether the issuer (1) has filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934  during  the  past
twelve  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 [   ]                                              

      Check  if  disclosure  of delinquent filers in response  to  Item  405  of
Regulation  S-B  is  not  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 ]                                   

The issuer's revenues for the fiscal year ended April 30, 1998 are    
$8,231,000.                                                                     

      As  of  July  15, 1998, the aggregate market value of the Issuer's  common
stock held by non-affiliates was $1,484,966.                                    

 As of July 15, 1998, the number of shares outstanding of the Issuer's
common stock was 1,619,820.                                                     

-----------------------------       

Transitional small business disclosure format (check one):        
Yes [   ]        No [ X ]               

10KSB40/A
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PART I          

Information required in Part I, Items 1-4, is incorporated by reference to      
the Company's Annual Report on Form 10-KSB as filed with the Securities         
and Exchange Commission on July 29, 1998.                                       

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PART II         
Information required in Part II, Items 5-8, is incorporated by reference to     
the Company's Annual Report on Form 10-KSB as filed with the Securities and     
Exchange Commission o0n July 29, 1998.                                          

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PART III                                                                        

Item 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL                 
PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE      
ACT                                                         

DIRECTORS AND OFFICERS                                                          

 The address of each of the Directors and officers of the Company is c/o
Monarch Avalon, Inc., 4517 Harford Road, Baltimore, MD 21214.                   

Name, Age,                Director        Principal Occupation(s) and           
               Since          Business Experience During
                              Past 5 Years

A. Eric Dott, Age           1970          Chairman of the Board of              
71                                        the Company since 1990.               
                             Mr. Dott is the father of
                              Jackson Y. Dott, President
                   of the Company.

Jackson Y. Dott,            1987          President, Treasurer and              
Age 40                                    Chief Executive Officer at            
                           the Company since 1990.
                             Mr. Dott is the son of A.
                              Eric Dott, Chairman of the
            Company.

David F. Gonano,            1996          Certified Public                      
Age 51                                    Accountant, Tax Partner of            
                            Wolpoff and Company, LLP
                        since 1992, Personal
                         Financial Specialist.

Helen Delich                1995          President of Helen Bentley            
Bentley Age 74                            and Associates, Inc. since            
                            1995; Consultant for The
                           Port of Baltimore since
                            1995; Member of the U.S.
                            House of Representatives
                   from 1985-1995.

Steven M. Szekely,          N/A           Executive Vice President of           
Age 74                                    the Company since 1979 and            
                            Secretary of the Company
               since 1990.

Marshall Chadwell,          N/A           Chief Financial Officer of            
Age 58                                    the Company since 1996;               
                             Controller of the Company
                          since 1995.  Served as
                               Business Manager of Wesley,
                           Inc. from 1991 to 1995.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Act") requires that the Company's Directors and executive officers, and persons
who own more than 10% of the Company's outstanding Common Stock, file with the  
Securities and Exchange Commission (the "SEC") initial reports of ownership and 
reports of change in ownership of the Common Stock of the Company.  The same    
persons are also required by SEC regulation to furnish the Company with copies  
of all Section 16(a) forms that they file.                                      

    To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all required filing requirements under Section
16(a) of the Securities Exchange Act of 1934, were filed in fiscal year 1998.   

10KSB40/A
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Item 10.  EXECUTIVE COMPENSATION                                                

EXECUTIVE COMPENSATION                                                          

  The following table sets forth the compensation paid or allocated to the
chief executive officer for services rendered to the Company in all capacities  
during the years ended April 30, 1996, 1997 and 1998.  Compensation paid to each
other executive officer of the Company did not exceed $100,000 in any such year.

Summary Compensation Table                          
    Annual       Long-Term
   Compensation   Compensation
                  Awards

                  Securities
Name and             Year     Salary        Underlying                          
Principal                      ($)            Options                           
Position                                                                        

Jackson Y. Dott      1998     59,800        40,000(1)                           
Chief Executive      1997     43,100        40,000(2)                           
Officer              1996     43,100        40,000(3)                           
______________________                                                          

(1)  This option will expire on September 30, 1998.                             
(2)  This option expired without exercise on September 30, 1997.                
(3)  This option expired without exercise on September 30, 1996.                

STOCK OPTION EXERCISES AND HOLDINGS                                             

    The following table includes the number of shares covered by all remaining
unexercised stock options held by the Company's Chief Executive Officer as of   
April 30, 1998, segregated on both an exercisable and unexercisable basis.  Also
reported is the value for "in-the-money" options which represents the difference
between the exercise price of any such remaining unexercised options and the    
year-end market price of the Common Stock.                                      

Aggregated Option Exercises In Fiscal Year Ended April 30, 1998   
and Fiscal Year-End Option Values           

                     Number of Unexercised    Value of Unexercised In-the-
                      Options at FY-End        Money Options at FY-End (2)

Name    Shares                                                              
Acquired                                                      
on     Value                                            
Exercise  Realized                                              
           (#)    ($)    Exercisable Unexercisable Exercisable Unexercisable

Jackson Y.                                                                      
Dott       0      0       40,000          0         $10,000        $0     

(1)  This option will expire on September 30, 1998.                             
(2)  Based on the closing price of the Common Stock on the Nasdaq National      
Market as of April 30, 1998.                                          

   Option Grants In Fiscal Year Ended April 30, 1998
(Individual Grants)   

% of          
Number of   Total Options                   
     Securities    Granted to   Exercise  Market Price
                  Underlying   Employees in   Price     on Date of   Experiation
                Options     Fiscal Year   (S/Share)     Grant         Date
Name               Granted                                                      

Jackson Y. Dott     40,000         33.3%        $2.00      1 7/8       9/30/98  

10KSB40/A
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Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                   
MANAGEMENT                                                  

PRINCIPAL STOCKHOLDERS                                                          

 The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of August 28, 1998 by (i) each person that is  
known by the Company to beneficially own or exercise voting or dispositive      
control over 5% or more of the outstanding shares of Common Stock; (ii) each    
Director; and (iii) all Directors as a group.  Except as otherwise indicated in 
the footnotes to the table, the persons named below have sole voting and        
disposition power with respect to the shares beneficially owned by such persons.
In general, a person is deemed to be a "beneficial owner" of a security if that 
person has or shares the power to vote or direct the voting of such security, or
the power to dispose or direct the disposition of such security.  A person is   
also deemed to be a beneficial owner of any securities of which the person has  
the right to acquire beneficial ownership within 60 days.                       

Name and Address of        Amount and Nature of      Percen                     
Beneficial Owner           Beneficial Ownership      t of                       
                               Class
                             (1)

HIAC XII Corp.             712,019 (2)(3)            41.4%                      
1027 Newport Avenue,                                                            
Pawtucket, RI  02862                                                            

Hasbro, Inc.               721,019 (3)(4)            41.4%                      
1027 Newport Avenue                                                             
Pawtucket, RI 02862                                                             

Jackson Y. Dott            467,529 (5)               28.2%                      
Monarch Avalon, Inc.                                                            
4517 Harford Road                                                               
Baltimore, Md  21214                                                            

A. Eric Dott               253,490 (6)               14.9%                      
Monarch Avalon, Inc.                                                            
4517 Harford Road                                                               
Baltimore, Md  21214                                                            

Helen Delich Bentley       43,080  (5)               2.6%                       
Monarch Avalon, Inc.                                                            
4517 Harford Road                                                               
Baltimore, Md  21214                                                            

David F. Gonano            40,000  (5)               2.4%                       
Monarch Avalon, Inc.                                                            
4517 Harford Road                                                               
Baltimore, Md  21214                                                            

All Directors and          804,099 (7)               44.2%                      
Executive Officers as a                                                         
group (4 persons).                                                              

_________________                                                               

(1)  The calculation of percent of class is based on the number of shares of    
Common Stock outstanding as of [   ], 1998 assuming exercise of the   
currently exercisable options held by such nominee.                   
(2)  Power to vote with respect to certain matters and power to restrict        
   disposition may be deemed to be shared with Jackson Y. Dott, with respect
 to 467,529 of such shares, and A. Eric Dott, with respect to 253,490 of
    such shares, pursuant to Voting Agreement and Irrevocable Proxy.  HIAC XII
Corp. disclaims beneficial ownership of such shares.                  
(3)  Includes shares issuable on the exercise of options to purchase 80,000     
   shares held by A. Eric Dott and options to purchase 40,000 shares held by
Jackson Y. Dott with respect to which voting power may be deemed to be
shared with HIAC XII Corp. and Hasbro, Inc. pursuant to the Voting    
    Agreement and the Irrevocable Proxy.  HIAC XII Corp. and Hasbro, Inc. have
     no right to require the exercise of the options held by Mr. E. Dott and Mr.
J. Dott.                                                              
(4)  HIAC XII Corp. is an indirect wholly owned subsidiary of Hasbro, Inc.      
     Accordingly, shares that may be deemed to be owned by HIAC XII Corp. may be
deemed to be owned by Hasbro, Inc.  Hasbro, Inc. disclaims beneficial 
ownership of such shares.                                             
(5)  Includes 40,000 shares purchasable upon the exercise of a currently        
exercisable option.                                                   
(6)  Includes 80,000 shares purchasable upon the exercise of a currently        
exercisable option.                                                   
(7)  Included in the shares beneficially owned are 200,000 shares purchasable by
    the Directors and executive officers as a group upon exercise of currently
exercisable options held by them.                                     

10KSB40/A
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Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

CERTAIN TRANSACTIONS                                                            

    Mr. A. Eric Dott is the joint owner with his wife of certain real property
located in Baltimore, Maryland comprising approximately 32,000 square feet and  
utilized as offices and plant by the Company under a lease expiring in FY 1999  
and subject to renewal on an annual basis through 2001. The lease calls for     
an annual net rental of $107,131.20 through June, 2001.  The management of      
the Company believes that the terms of its lease with the Dotts are             
comparable to those which would be obtainable in leases with non-affiliated     
parties.                                                                        

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K                                      

Information required in Part III, Item 13, is incorporated by reference         
to the Company's Annual Report on Form 10-KSB as filed with the                 
Securities and Exchange Commission on July 29, 1998.                            

10KSB40/A
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S I G N A T U R E S       

In  accordance with 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.                                         

              MONARCH AVALON, INC.

                              By:  /s/        A. Eric Dott
                                      --------------------------
                                      A. Eric Dott, Chairman
                                        and Director

DATE: August 28, 1998                                                           
---------------                                                     

10KSB40/A
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In  accordance  with 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.                                          

Date   August 28, 1998                   /s/     Jackson Y. Dott                
-----------------                    -------------------------------  
                            Jackson Y. Dott, President
                                (Principal Executive Officer),
                              Treasurer and Director

Date   August 28, 1998                   /s/    David F. Gonano                 
-----------------                    -------------------------------  
                           David F. Gonano, Director

Date   August 28, 1998                   /s/   Helen Delich Bentley             
-----------------                    -------------------------------  
                                Helen Delich Bentley, Director

Date   August 28, 1998                   /s/    Steven M. Szekely               
-----------------                    -------------------------------  
                              Steven M. Szekely, Executive
                              Vice-President and Secretary

Date   August 28, 1998                   /s/    A. Eric Dott                    
-----------------                    -------------------------------  
                            A. Eric Dott, Chairman and
                Director

Date   August 28, 1998                   /s/    Marshall Chadwell               
-----------------                    -------------------------------  
                               Marshall Chadwell, Controller
                                (Principal Financial Officer),
                                Principal Accounting Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB40/A’ Filing		Date		First		Last			Other Filings
		9/30/98		5
Filed on:		8/28/98		6		9
		7/29/98		2		7			10KSB40
		7/15/98		1
For Period End:		4/30/98		1		5			10KSB40
		9/30/97		5
		4/30/97		5					10KSB
		9/30/96		5
		4/30/96		5					10KSB
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