<PAGE>
PAGE 1 OF
EXHIBIT INDEX IS ON
PAGE
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
TREASURY INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 98-0160284
- ------------------------------- ------------------------
State of Incorporation I.R.S. Employer I.D. No.
1181 Finch Avenue West, Unit 21
North York, Ontario, Canada M3J 2V8
- ------------------------------- ------------------------
Address of Principal (Zip Code)
executive offices)
Issuer's telephone number: (416) 663-4194
--------------
Securities to be registered
under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
- -------------------------- ------------------------------
Securities to be registered
under Section 12(g) of the Act:
COMMON STOCK
- ----------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT*
PART I
Item 1. Description of Business.
A. Business Development.
Treasury International, Inc. was incorporated in the State of Delaware
on August 18, 1995, at which time it acquired all of the issued and outstanding
shares of J.J.A.M.P Treasury International Corp. ("JJAMP"), a Canadian company
which has been operating as "Treasury International" since its incorporation on
September 29, 1993. This acquisition was accomplished through the issuance of
8,023,812 shares of the Company's common stock, pro rata, to the holders of all
of the issued and outstanding shares of JJAMP's stock. The Company conducts
business directly and through its JJAMP subsidiary, and unless the context
indicates otherwise, JJAMP and Treasury International are referred to
collectively herein as the "Company".
B. Business of the Company.
BRIEF DESCRIPTION OF THE COMPANY'S BUSINESS. The Company is in the
business of marketing and distributing non-pharmaceutical products in South
America and other emerging markets. It has developed and implemented a strategy
to source, purchase, market and distribute in South America non-pharmaceutical
branded and private label merchandise which enables distributors and their
retailers to obtain product quickly and at competitive prices.
The Company's business strategy is to grow by acquiring private
corporations in industries that are complementary to its current product lines
or service capabilities. The Company also may be able to utilize the existing
marketing channels of such acquired companies to obtain additional distribution
and gain market share of its own product lines. However, the Company requires
and is seeking from third parties the substantial additional funds it needs to
finance its proposed acquisitions. See "PROPOSED EXPANSION" below for a
discussion of these acquisitions. Any such additional funding likely will
result in a material and substantial dilution to the Company's then existing
shareholders and the Company's pledging or relinquishing material rights to its
assets that it otherwise would not give up. The Company has encountered
significant delays in obtaining from
- ----------------------------
* This Registration Statement contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in such statements. Factors that
might cause such differences include, but are not limited to, those
discussed in Item 1.B, "Description of Business -- Business of the Company",
and Item 2, "Management's Discussion and Analysis or Plan of
Operation".
-2-
<PAGE>
outside sources the financing necessary to
complete its proposed acquisitions. There can be no assurance that such
financing can be obtained on terms which are affordable by the Company, if at
all, that any acquisitions will occur or that its business strategy can be
implemented successfully.
The success of the Company's business is largely dependent upon the
active participation of James Hal (a/k/a James Halioua), its Chairman and Chief
Executive Officer, who devotes a substantial, but not all, of his business time
to the Company's affairs. The Company has no employment agreement with Mr. Hal
nor any "key man" insurance on Mr. Hal's life, and in the event his services are
lost for any reason whatsoever the Company's business likely would suffer
materially. There can be no assurance that the Company would be able to employ
qualified person(s) on acceptable terms to replace Mr. Hal.
The Company expects that internally generated funds together with the
proceeds of private offerings of shares of its common stock already completed
will be sufficient to cover its overhead for the next 12 months.
PROPOSED EXPANSION. On June 18, June 19 and June 25, 1996 the Company
signed agreements to acquire three companies: (i) Mega Blow Moulding Limited, a
Canadian manufacturer of a diverse range of plastic container products for the
food, pharmaceutical and health and beauty industries*; (ii) The Isometric
Group, a Canadian manufacturer and distributor of a broad range of fastener
and screw products for the construction and building industries; and
(iii) Silver 925, Inc. a Miami based company that fabricates, markets and
distributes costume jewelry products to major retailers, mass merchandisers,
catalogue outlets and independent jewelry stores. On May 15, 1996, the Company
signed a letter of intent to acquire Realmont Limited, a Montreal-based
distributor of consumer, health and beauty and personal care products to drug
store chains, mass merchandisers and supermarkets throughout Canada, and an
acquisition agreement is under negotiation. The aggregate purchase price for
the completion of these acquisitions is approximately $13 million and the
Company will be unable to complete any such acquisition unless and until it
procures substantially all of the purchase price from investors or lenders.
- -------------------------
* On January 16, 1996 the Company issued a press release stating that it had
signed a letter of intent to acquire The Isometric Group, a manufacturer
and exporter of concrete fasteners for the construction industry which
acquisition would close on or about April 18, 1996. At that time, the
Company did not anticipate the length of time which would be needed to
settle all relevant issues with the vendor, including changes in payment
terms, and due to the fact that the necessary financing was not yet in
place the purchase agreement was not signed until June 18, 1996. On June
19, 1996, the Company issued a press release stating that a purchase
agreement had been signed and that the closing was anticipated in the
second quarter of 1996 pending receipt of financing.
-3-
<PAGE>
Closings under the signed agreements have been delayed pending the Company's
efforts to obtain such financing, as to the success of which no assurances
can be given.
PRINCIPAL PRODUCTS. The Company has obtained exclusive or
non-exclusive South American distribution rights for approximately 225
non-pharmaceutical and consumer products within the following categories:
cosmetics, hair care products, band-aids, condoms, razors, cleaning products and
batteries. Examples of products to which the Company has obtained exclusive
South American distribution rights include the following:
(a) Naturelli Shampoo and Conditioner;
(b) Manicare Cosmetic & Personal Hygiene Accessories;
(c) Ideal Band Aids;
(d) Kama Sutra Premium Latex Condoms;
(e) Bond Disposable Razors;
(f) Spot Shot Rug Shampoo;
(g) Smart Knife; and
(h) Tadiran Tadicell Alkaline Battery Products.
The Company's products are primarily private label branded. Treasury
International has identified and sourced organizations that can supply these
products at the same quality with no significant difference in cost per unit to
the Company. Accordingly, the loss of any one or more of the Company's
principal suppliers would not have a material adverse effect on the Company's
business.
DISTRIBUTION METHODS. The Company typically sources its products from
either the manufacturer or the manufacturer's distributors. The Company
arranges for their delivery to the Company's distributors and independent sales
agents, who sell the Company's products in local markets to retailers and
others.
The Company has informal arrangements with fourteen (14) independent
sales representatives. Eight (8) of such independent sales representatives
provide direct distribution throughout South America and six (6) independent
sales representatives service Kuwait, Israel, France, Spain, Morocco and
England. These independent representatives maintain product samples from the
Company as well as from other manufacturers and distributors. Their
compensation ranges between 10-15% of gross sales. There is no formal or fixed
term to the relationship with the sales representatives as it generally takes up
to two years for the Company to enter a new market. The Company does not wish
to limit itself to one particular representative or group and risk losing market
opportunity; therefore, it does not contemplate formalizing relationships with
representatives. Consequently, should a relationship be terminated, the Company
believes other representatives in a given area would be available to it and it
would not experience any adverse material effects from any such
termination.
-4-
<PAGE>
Although the Company has embarked on the development of similar
distribution arrangements in markets in Africa and other emerging markets, no
assurance can be given that such expansion efforts will be successful.
The Company intends to aggressively distribute its products to foreign
markets through government assisted programs, such as the International Trade
Administration in the United States and the External Affairs and International
Trade in Canada. In cooperation with these agencies the Company intends to
locate opportunities to develop export strategies and take advantage of all
relevant government export-assistance programs. The Company also intends to
utilize the services of the Export Development Corporation in Canada and in the
United States to assist with insurance, financing and guarantee services. The
Company also intends to identify 2 to 3 principal countries in which it can
operate its own distribution facilities and supply product.
DEPENDENCE ON PRINCIPAL SUPPLIERS. The Company is heavily dependent
on a small number of suppliers, including the following manufacturers and
distributors, with whom the Company has entered into distribution agreements
covering Latin America:
(a) National Home Products, Ltd.;
(b) Manicare Divisional AAI;
(c) Bernco Inc.;
(d) Tadiron Electronics Industries, Inc.; and
(e) Smart Tools Limited.
However, the Company has identified organizations that can supply suitable
quantities of similar products at comparable quality and cost per unit to the
Company. Accordingly, the loss of any one or more of the Company's principal
suppliers would not have a material adverse impact on the Company's
business.
DEPENDENCE ON TWO DISTRIBUTORS. The Company sells its products
directly to two (2) major retail chain distributors who distribute such products
exclusively to approximately 1,300 of their affiliated retail stores accounting,
in the aggregate, for approximately 70% of the Company's sales in fiscal 1996
and 86% in fiscal 1995. The balance of the Company's sales is derived from
approximately thirty (30) other distributors. The loss of either of the two
retail chain distributors would be extremely detrimental, and could be fatal, to
the Company's business.
COMPETITION. There is virtually no barrier to entry into the
Company's business and, accordingly, the Company must survive intense
competition in terms of the marketing, pricing and selling of similar products
produced by different manufacturers. The Company must compete in terms of
advertising and promotion, name recognition, reliability, price, packaging and
consumer appeal. Virtually all of the Company's actual and potential
competitors have greater marketing, financial and personnel resources than the
Company and many are well established companies with international reputations
for success in the marketing of consumer products. Certain of these
competitors, such as Proctor & Gamble, dominate
-5-
<PAGE>
the consumer product market in the United States and could, if they chose,
dominate the Company's targeted markets of South America and other developing
regions.
GOVERNMENT APPROVALS AND LICENSES. Although the Company believes it
and its suppliers, distributors and independent salesman have all necessary
governmental approvals, licenses, permits and certificates, the uncertain
political, economic and social climates in many of the countries in which the
Company markets its products could lead to the imposition of much stricter
requirements regarding the importation and selling of the Company's products.
Should one or more of the countries in which the Company markets its products
impose significantly greater tariffs, import taxes or other restrictions,
limitations or conditions, of either a monetary or non-monetary nature, on the
importation of the Company's products, there would be a material adverse impact
upon the Company's operations and financial results and could cause such a
deterioration of the Company's business that it would no longer be viable.
CURRENCY, FOREIGN EXCHANGE AND BANKING. The Company requires that
all payments to it for its products be made in United States Dollars through
world prime banks. The Company believes, although no assurance can be given,
that it has further reduced the risks inherent in international trade by
contracting with the Export Development Corporation ("EDC"), a Canadian Crown
Corporation of the Government of Canada, which provides insurance, guarantees
and export financing to the Company, thereby facilitating the sale of the
Company's goods and services abroad.
Although there are presently no currency exchange controls in South
America, Africa and other emerging markets in which the Company does, or
contemplates that it may conduct, business, no assurance can be given that such
controls will not be imposed in the future.
RESEARCH AND DEVELOPMENT COSTS. During its last two fiscal years, the
Company has made no expenditures on account of research and development.
EMPLOYEES. The Company has five (5) full-time employees. The
Company's employees have educational, financial and/or family roots in many of
the countries being served or developed. Those employees are able to
communicate fluently in one or more of the following languages: English,
Spanish, French, Portuguese, Italian, Arabic and Hebrew.
The Company has informal arrangements with fourteen (14) independent
sales representatives. See "Distribution Methods," above.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
a. FULL FISCAL YEARS:
Results of Operations for the Fiscal Year Ended
January 31, 1996.
During fiscal 1996 the Company's sales increased by 66% to $1,110,736
from $669,718 in fiscal year 1995. The increase in sales is attributable to
enhanced marketing efforts and improved distribution throughout South America
and Central America. The cost of products sold improved to 60.1% of sales
during fiscal year 1996, down from 60.8% of sales in fiscal 1995, and gross
profit improved in 1996 to 39.9% of sales compared to 39.2% in 1995. However,
the Company experienced a net loss of $516,656 in fiscal 1996 compared to a net
income of $29,735 in fiscal 1995. Such loss is attributable to operating,
general and administrative expenses increasing in 1996 to $957,607, or 86.2% of
sales, compared to $230,051, or 34.4% of sales, in fiscal 1995. Such increase
is attributable to costs incurred for potential acquisitions, marketing and
promotion.
LIQUIDITY AND CAPITAL RESOURCES:
Current assets totalled $603,577 in fiscal 1996 compared to $164,704
at January 31, 1995. At January 31, 1996, cash and short-term deposits were
$292,611 compared to $3,401 in fiscal 1995, an increase attributable to the
proceeds of private placements of the Company's Common Stock, and accounts
receivable totalled $180,304 compared to $68,349 in fiscal year 1995. See Item
4 below, "Recent Sales of Unregistered Securities." During each of the last two
years, the Company has granted its distributors payment terms ranging from 60-90
days.
The Company expects, although no assurances can be given, that
internally generated funds together with the proceeds of private placement sales
of shares of its common stock will be sufficient to cover its overhead for the
next 12 months.
The Company requires and is seeking approximately $13 million of
additional funds to finance its proposed acquisitions. The Company will be
unable to complete any acquisition unless and until it procures substantially
all of the purchase price from investors or lenders. Any such additional
funding likely will result in a material and substantial dilution to the
Company's then existing shareholders. The Company may be required to obtain
funds by pledging or relinquishing material rights to its assets that it
otherwise would not give up. No assurance can be given that any necessary
additional financing can be obtained when needed on terms which are affordable
by the Company, if at all.
Results of Operations for the Fiscal Year Ended
January 31, 1995.
On August 18, 1995, the Company acquired, effective August 1, 1995,
all of the outstanding capital stock of J.J.A.M.P. Treasury International Corp.
("JJAMP"). From September 1993 to September 1994, the directors and officers of
JJAMP (the Company's
-7-
<PAGE>
predecessor) developed product sourcing, purchasing, marketing and
distribution strategies for the exclusive distribution of products in South
American markets. JJAMP successfully negotiated a license to distribute its
first branded product line and commenced operations with its first sales in
October, 1993. The first four months of operations ended January 31, 1994,
which date was chosen to be JJAMP's fiscal year end. The results of JJAMP's
operations for fiscal year ended January 1995 ("fiscal 1995") will be
compared herein to the first four months of its operations, ended January 31,
1994 ("fiscal 1994").
During its fiscal year ended on January 31, 1995, JJAMP's sales
increased to $669,718 from $144,724 for the four months in fiscal year 1994.
This increase was directly attributable to JJAMP's sourcing of additional
product lines and increasing its main manufacturing sources from one to eight,
representing approximately 225 products. Cost of sales as a percentage thereof
was slightly lower in fiscal 1995 at 61% of sales compared to 62% of sales
during the four months from inception to January 31, 1994. Gross profit as a
percentage of sales slightly increased to 39% from 38.1% during the prior
period. Operating, general and administrative expenses for fiscal 1995 were
$230,051 as compared to $92,028 for the four months ended January 31, 1994. The
higher costs during the prior period were directly attributable to start-up
costs. Net income for fiscal 1995 was $29,735, compared to a loss of $37,907
for the four months ended January 31, 1994. JJAMP recorded a deficit of $8,172
for fiscal 1995, as compared to a deficit of $37,907 for the four months ended
January 31, 1994.
Liquidity and Capital Resources.
Current assets totalled $164,704 at January 31, 1995, compared
to $70,084 as at January 31, 1994. At January 31, 1995, cash and short-term
deposits were $3,401. Accounts receivable for fiscal 1995 totalled $68,349,
of which 86%, or about $58,100, was due from the Company's two major
distributors and the balance (14%, or $10,250) was due from about 30 other
distributors. This compared to total receivables of $29,050 for the four
months ended January 31, 1994 with roughly the same percentile ratio between
the two largest distributors and other distributors. Payment terms
established by JJAMP ranged from 60 to 90 days for both periods and JJAMP had
no bad debts in either period. Accounts payable for fiscal 1995 were
$101,565, compared to $47,201 for the four months ended on January 31, 1994.
In each period, accounts payable were incurred primarily for the purchase of
inventory.
(b) INTERIM PERIODS:
Results of Operations
For the Three Months ended April 30, 1996.
During the three months ended April 30, 1996 the Company's sales
increased by 11% to $283,591 from $251,362 in the three months ended April 30,
1995. The Company had net income of $7,263 in the three months ended April 30,
1996 compared to net
-8-
<PAGE>
income of $5,036 in the three months ended April 30, 1995. The cost of
products sold by the Company was 57% of sales during the three months ended
April 30, 1996, down from 58% of sales in the three months ended April 30,
1995. Operating, general and administrative expenses increased in the three
months ended April 30, 1996 to $111,581, or 40% of sales, compared to
$99,987, or 39% of sales, in the three months ended April 30, 1995. The
increase is attributable to expenses related to potential acquisitions,
marketing and promotion.
Liquidity and Capital Resources:
Current assets totalled $592,958 at April 30, 1996 compared to
$592,605 at January 31, 1996. At April 30, 1996, cash and short-term deposits
were $203,140 compared to $292,611 at January 31, 1996. This decrease in cash
resulted from the payment of substantial expenses related to marketing and
promotion and the Company's proposed acquisitions and a higher number of
accounts receivable outstanding. Accounts receivable totalled $246,354 at April
30, 1996 compared to $180,304 at January 31, 1996.
The Company expects, although no assurances can be given, that
internally generated funds together with the proceeds of private placement sales
of shares of its common stock will be sufficient to cover its overhead for the
next 12 months.
The Company requires substantial additional funds to finance its
proposed expansion. Therefore, the Company is seeking additional financing.
Any such additional funding likely will result in a material and substantial
dilution to the Company's then existing shareholders. The Company may be
required to obtain funds by pledging or relinquishing material rights to its
assets that it otherwise would not give up. No assurance can be given that any
necessary additional financing can be obtained when needed on terms which are
affordable by the Company, if at all.
Item 3. Description of Property.
(a) OPERATING LOCATIONS: The Company has no ownership interest in any
real property. It presently leases from a third party 2,500 square feet of
office and warehouse space at 1181 Finch Avenue West, Unit 21, North York,
Ontario, Canada, pursuant to an oral lease with a term ending October 31, 1997,
providing for monthly rent of $CDN1,583.06. The Company does not anticipate
changing its present leasing situation or purchasing any real property in the
near future. However, in the event it completes an acquisition it may relocate
to the offices of the acquired company. Accordingly, the Company does not wish
to execute a formal lease. Canadian commercial real estate is experiencing a
20% office vacancy rate and the Company's landlord has excess capacity, and the
Company therefore believes that any early termination or breach of the lease by
such landlord would not adversely affect the Company's business.
-9-
<PAGE>
(b) INVESTMENT POLICIES: The Company has no limitations on the amounts
which it may invest in any one investment or type of investment. This policy
may be changed without a vote of the shareholders.
The Company has no investment in real estate, real estate mortgages,
real estate secured securities or publicly traded securities nor does it have
any investment in persons or companies primarily devoted to such investments,
and it is not the policy of the Company to make investments for the purpose of
capital gain or passive income. Presently, all available monies are being used
for day to day operations, marketing and promotion of its products.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
The following table sets forth certain information regarding the
ownership of the Company's Common Stock (being the Company's only voting
securities) which are deemed under the current rules of the Securities and
Exchange Commission to be beneficially owned by any person (including any
"group" as that term is used in Instruction No. 7 to S-B Item 403) known by the
Company to be the beneficial owner of more than 5% of the Common Stock of the
Company as of April 30, 1996. Except as otherwise indicated, the Company has
been advised that all individuals listed below have the sole power to vote and
dispose of the number of shares set forth opposite their names.
BENEFICIAL
OWNERSHIP OF
NAME AND ADDRESS COMMON STOCK PERCENT OF CLASS
- ---------------- ------------ ----------------
James Hal 12,000,012(1) 65%
56 Theodore Place
Thornhill, Ontario
Canada L4J 834
Cede & Co. 1,841,800 15%
Box # 20
Bowling Green Station
New York, N.Y. 10004
- ------------------------
(1) Includes currently exercisable options to purchase 4,000,000 shares of
Common Stock. If such options were exercised, Mr. Hal would own
beneficially 74% of the Common Stock outstanding.
(b) SECURITY OWNERSHIP OF MANAGEMENT:
The following table sets forth certain information regarding the
ownership of the Company's Common Stock (being the Company's only voting
securities) which are deemed under the current rules of the Securities and
Exchange Commission to be beneficially owned by the Company's executive officers
and
-10-
<PAGE>
directors, individually, and all executive officers and directors as a
group, as of April 30, 1996. Except as otherwise indicated, the Company has
been advised that all individuals listed below have the sole power to vote and
dispose of the number of shares set forth opposite their names.
<TABLE>
<CAPTION>
% OF CLASS IF
NUMBER OF OPTIONS
NAME, TITLE AND ADDRESS SHARES % OF CLASS OPTIONS GRANTED(d) EXERCISED
- ----------------------- --------- ---------- ------------------ -------------
<S> <C> <C> <C> <C>
James Hal 8,000,012 65% 4,000,000 74%
(President & Director)
56 Theodore Place
Thornhill, Ontario
Canada L4J 834
Howard Halpern 50,600(a) (e) 110,000 1%
(CFO, Executive Vice
President and Director)
160 Theodore Place
Thornhill, Ontario
Canada, L4J 8E3
Robert Abourmad 600(b) (e) 10,000 (e)
(Director)
87 Bayhampton Crescent
Thornhill, Ontario
Canada L4J 4Y2
Mark Halioua 20,700(c) (e) 10,000 (e)
(Director)
147 Beverly Glen Blvd.
Thornhill, Ontario
Canada L4J 4Y2
Nathalie Elfassy 0 0 10,000 (e)
(Treasurer)
7460 Bathurst Street
Unit # 607
Thornhill, Ontario
Canada M2R 3A2
Executive Officers 8,071,912 66% 4,140,000 75%
& Directors as a
Group (5 persons)
</TABLE>
- ------------------------
(a) Includes 50,000 shares owned by his wife and 300 shares owned by his
daughter.
(b) Includes 300 shares owned by his wife.
(c) Includes 300 shares owned by his wife.
(d) Represents options exercisable currently or within 60 days.
(e) Represents less than 1%.
-11-
<PAGE>
(c) CHANGES IN CONTROL:
There are no arrangements known to the Company which may result in a
change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
(a) OFFICERS AND DIRECTORS: The following table provides information
concerning each executive officer and director of the Company. All directors
hold office until the next annual meeting of shareholders or until their
successors have been elected and qualified.
AGE TITLE
--- ---------------
James Hal 33 Chairman of the
Board, Chief
Executive Officer
and President
Howard Halpern 36 Chief Financial
Officer, Executive
Vice President
Nathalie Elfassy 27 Treasurer
Mark Halioua 41 Director
Robert Abourmad 44 Director
James Hal has been Chairman of the Board, Chief Executive Officer and
a Director of the Company since its inception in October 1993. Mr. Hal was the
President and Chief Financial Officer of J.J.A.M.P. Treasury International Corp.
from its inception in September 1993 through its acquisition by the Company in
August 1995. From 1983 to 1993, Mr. Hal was the President of Keloua Imports
Ltd. of Concord, Ontario, Canada, a company involved in sourcing and importing
various products. Mr. Hal is also known as Mr. Halioua.
Other directorships: Gaming Lottery Corp. (1992 to present) and Le
Print Express, Inc. (1992 to present).
Howard Halpern has been Chief Financial Officer and Executive Vice
President of the Company since April 15, 1996. From 1989 until July, 1992 he
was the controller of Merisel Canada, Inc., a company involved in the wholesale
sale of personal computers and having approximate annual sales of $285,000,000
and 270 employees. Since July 1992, he has been in business as a Chartered
Accountant offering taxation, financial and management consulting services.
Other directorships: None.
-12-
<PAGE>
Nathalie Elfassy has been the Treasurer of the Company since August
18, 1995. From 1993 to 1994 she was the Manager of Information Systems for
Universal Exports of North York, Ontario, Canada. From 1988 to 1992, she was
the Program Manager, Computer Systems, of BMW Corporation of Toronto, Canada.
Robert Abourmad has been a Director of the Company since August 18,
1995. From 1986 to 1990, he was the Plant Manager of Pascal Hardware &
Furniture Stores in Montreal, Quebec, Canada. From 1990 to 1994, he was
employed by Shalom Electric, Inc. of Montreal, Quebec, Canada and from 1995
to present he has been the President of Payless Locksmith, Inc. of Thornhill,
Ontario, Canada.
Other directorships: None.
Mark Halioua has been a Director of the Company since August 18,
1995. Since August 1988, he has been the President of National Printing
Groups in Markham, Ontario, Canada.
Other directorships: None.
(b) OTHER SIGNIFICANT EMPLOYEES: None
(c) FAMILY RELATIONSHIPS: Mark Halioua and James Hal are brothers and
Howard Halpern is a brother-in-law of James Hal.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
None.
Item 6. Executive Compensation.
(a) SUMMARY COMPENSATION TABLE: The following information is provided for
the Company's Chief Executive Officer during the Company's last completed fiscal
year. The Company had no executive officers whose total annual salary and bonus
exceeded $100,000 for such year.
-13-
<PAGE>
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION
---------------------------------- --------------------------------------------------------
SECURITIES
NAME OTHER RESTRICTED UNDERLYING
AND FISCAL ANNUAL ANNUAL ANNUAL STOCK OPTIONS LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMP. AWARDS & SARS PAYOUTS COMPENSATION
- -------- ------ ------ ------ ------ ---------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James 1995 $60,000 None None None 4,000,000 None None
Hal 1994 $50,000 None None None None None None
(CEO) 1993 $20,000 None None None None None None
</TABLE>
OPTIONS/SAR GRANT TABLE: The following information is provided for
the Company's executive officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
NAME OF OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION
GRANTEE GRANTED FISCAL YEAR PRICE DATE
- ------------- -------------- ------------- -------- ----------
<S> <C> <C> <C> <C>
James Hal 4,000,000 80.32% $.05 8/17/05
Howard Halpern 110,000 2.21% $.05 8/17/05
Nathalie Elfassy 10,000 .20% $.05 8/17/05
</TABLE>
Item 7. Certain Relationships and Related Transactions.
In August 1995 James Hal, the President and principal shareholder of
the Company, converted an aggregate of $71,267 in advances to the Company into
7,221,430 shares of the Company's Common Stock.
-14-
<PAGE>
Item 8. Description of Securities.
(a) GENERAL:
The Company has authorized 30,000,000 shares of Common Stock, par
value $.0001 per share. There are issued and outstanding, as of April 30, 1996,
12,233,960 shares of Common Stock (104 holders of record).
The Company has adopted a stock option plan for which it has reserved
10,000,000 shares of Common Stock. Options to purchase such reserved shares may
be granted by a committee of directors to key employees. Each option may be
exercised in whole or in part at any time within ten years of its grant at an
exercise price equal to the per share, fair market value of the Company's Common
Stock as at the time of the grant of the option. At April 30, 1996, 4,980,000
options have been granted at an exercise price of $.05 per share.
(b) VOTING RIGHTS:
Each share of Common Stock entitles the holder thereof to one vote,
either in person or by proxy, at a meeting of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of more
than 50% of the issued and outstanding shares of Common Stock can elect all of
the directors of the Company.
(c) DIVIDENDS:
All shares of Common Stock are entitled to participate ratably in
dividends when and as declared by the Company's Board of Directors out of the
funds legally available therefor. Any such dividends may be paid in cash,
property or additional shares of Common Stock. The Company has not paid any
dividends since its inception and presently anticipates that no dividends will
be declared in the foreseeable future. Any future dividends will be subject to
the discretion of the Company's Board of Directors and will depend upon, among
other things, future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions and other
pertinent facts. Therefore, there can be no assurance that any dividends on the
Common Stock will be paid in the future.
(d) MISCELLANEOUS RIGHTS AND PROVISIONS:
Holders of Common Stock have no preemptive or other subscription
rights, conversion rights, redemption or sinking fund provisions. In the event
of the dissolution, whether voluntary or involuntary, of the Company, each share
of Common Stock is entitled to share ratably in any assets available for
distribution to holders of the equity securities of the Company after
satisfaction of all liabilities.
(e) TRANSFER AGENT:
The Transfer Agent for the Company is Intercontinental Register &
Transfer Agency of Boulder City, Nevada.
-15-
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters.
(a) LIMITED PUBLIC MARKET: The Company's common stock is currently on the
NASDAQ Bulletin Board under the symbol "TREY". According to the National
Quotation Bureau, Inc., for the period from March 18, 1996, the time that the
Company's stock was approved for trading on the NASDAQ Bulletin Board through
April 30, 1996, the high bid price was $1.00 and the low bid price was $.30.
These quotations reflect inter dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
As of April 30, 1996 the Company had issued and outstanding,
12,223,690 shares of its common stock of which 4,199,878 are freely tradeable
and 8,023,812 are either restricted or control securities which must be sold in
accordance with Rule 144. The Company has granted options to purchase 4,980,000
shares of Common Stock, all of which are currently exercisable at a price of
$.05 per share.
(b) NUMBER OF SHAREHOLDERS: The number of beneficial holders of the
common stock of the Company, as of April 1, 1996 was 104.
(c) DIVIDENDS: Since its inception, the Company has not declared any
dividends on its common stock and does not anticipate paying any in the
foreseeable future.
Item 2. Legal Proceedings.
None.
Item 3. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 4. Recent Sales of Unregistered Securities.
Of the Company's 12,223,690 issued and outstanding shares of common
stock:
(i) In August 1995, the Company issued 8,023,812 shares, pro rata, to the
34 shareholders of J.J.A.M.P. Treasury International, Inc. ("JJAMP")
in exchange for all of the common stock of JJAMP.
(ii) In August 1995, the Company issued 2,750,000 shares for an aggregate
price of $275,000 ($.10 per share) pursuant to its private placement
offering made pursuant to the
-16-
<PAGE>
exemption from registration provided by Rule 504 of Regulation D
promulgated under The Securities Act of 1933, as amended, to
five (5) private investors, each of whom paid cash for his
shares.
(iii) In August, September and October 1995, the Company issued 985,578
shares for an aggregate price of $492,690 ($.50 per share) and in
November 1995 it issued an additional 464,300 shares for an aggregate
price of $232,104 ($0.50 per share) pursuant to a single private
placement offering made pursuant to the exemption from registration
provided by Rule 504 of Regulation D promulgated under The Securities
Act of 1933, as amended, to 65 private investors. Each of these
investors paid cash for their shares, except that one investor
rendered consulting services therefor.
On August 18, 1995, the Company duly adopted a stock option plan
pursuant to which options to purchase up to 10,000,000 shares of the Company's
common stock may be granted by a committee of directors to key employees and
others. Each option will have a term not to exceed ten years and will be
exercisable at the per share fair market value of the Company's Common Stock as
at the date of grant. Effective August 18, 1995, the Company granted to 18
persons options to purchase an aggregate of 9,270,000 shares of its common stock
(4,980,000 of which are presently exercisable) at a price of $.05 per share,
being the fair market value of such shares as at the time such options were
granted. As of April 30, 1996, none of such options had been exercised.
Item 5. Indemnification of Directors and Officers.
Section 145 of the General Corporate Law ("GCL") of the State of
Delaware empowers a Delaware corporation, such as the Company, to indemnify its
directors and officers under certain circumstances. The Company's Certificate
of Incorporation provides that the Company shall indemnify such persons to the
fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers and
controlling persons of the Company pursuant to the provisions of Delaware law or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit, or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public
-17-
<PAGE>
policy as expressed in said Act and will be governed by the final
adjudication of such issue.
Article Seventh of the Company's Certificate of Incorporation provides
that the Company's Directors shall not be liable to either the Company or its
stockholders for monetary damages for breach of fiduciary duties unless the
breach involves: (i) a director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) liability for
unlawful payments of dividends or unlawful stock purchase or redemption by the
Company, or (iv) a transaction from which the director derived an improper
personal benefit.
-18-
<PAGE>
PART F/S
Item 1. Financial Statements.
(a) The following is a list of each Financial Statement filed under
Item 13 of this Registration Statement.
1. Unaudited interim Financial Statements consisting of the Company's
consolidated balance sheet as of April 30, 1996 and 1995 and related
statements of operations, cash flow and changes in stockholders equity
for the quarterly periods ended April 30, 1996 and 1995.
2. Audited Financial Statements consisting of the Company's consolidated
balance sheet as at January 31, 1996 and 1995, the end of its last two
fiscal years, and related statements of income, cash flow and changes
in stockholders equity for the years ended January 31, 1996 and 1995,
as audited by Bromberg & Associates, independent certified public
accountants, along with their report thereon.
3. Audited Financial Statements of the Company's predecessor, JJAMP
consisting of JJAMP's balance sheet as at January 31, 1995 and 1994
and related statements of income, cash flow and changes in stockholder
equity for the year ended January 31, 1995 and four months ended
January 21, 1994, as audited by Bromberg & Associates, independent
certified public accountants, along with their report thereon.
-19-
<PAGE>
TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1996
<PAGE>
[LETTERHEAD] Bromberg & Associate
ACCOUNTANTS' REVIEW REPORT
Board of Directors and Shareholders
Treasury International, Inc.
We have reviewed the accompanying interim consolidated balance sheet of Treasury
International, Inc. as at April 30, 1996 and the interim consolidated statements
of income and cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these interim consolidated financial statements is the representation of
management of Treasury International, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.
/s/ Bromberg & Associate
CHARTERED ACCOUNTANTS
TORONTO, Canada
July 10, 1996
20
<PAGE>
TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED BALANCE SHEET
AS AT APRIL 30, 1996
(U.S. DOLLARS)
(UNAUDITED)
ASSETS
JANUARY 31
1996 1996
--------- ----------
Current
Cash and short-term deposits $ 203,140 $ 292,611
Accounts receivable 246,354 180,304
Inventories (Note 1b) 141,311 117,838
Prepaid expenses 2,153 1,852
---------- ----------
592,958 592,605
Non-current
Capital (Note 1c & 4) 10,424 10,972
---------- ----------
$ 603,382 $ 603,577
========== ==========
LIABILITIES
Current
Accounts payable $ 41,859 $ 49,317
SHAREHOLDERS' EQUITY
Share capital
Authorized
30,000,000 Common shares at $.0001
Issued
12,223,690 Common shares 1,222 1,222
Contributed Surplus (Note 6) 1,077,866 1,077,866
Deficit (517,565) (524,828)
--------- ---------
561,523 554,260
--------- ---------
$ 603,382 $ 603,577
========== ==========
-21-
<PAGE>
TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED APRIL 30, 1996
(U.S. DOLLARS)
(UNAUDITED)
1996 1995
--------- ---------
Sales $ 283,591 $ 251,362
--------- ---------
Cost of Sales 164,199 145,790
Operating, general 111,581 99,987
and administrative expenses
Depreciation expense 548 549
--------- ---------
276,328 246,326
--------- ---------
Income before income taxes 7,263 5,036
Income taxes 1,380 957
--------- ---------
Income before undernoted item 5,883 4,079
Income tax reduction arising
from loss carryforward 1,380 957
--------- ---------
Net income $ 7,263 $ 5,036
========= =========
Primary earnings per share $ 0.0006
=========
-22-
<PAGE>
TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 1996
(U.S. DOLLARS)
(UNAUDITED)
1996 1995
---------- ----------
Cash flows from operating activities
Net income $ 7,263 $ 5,036
Adjustments to reconcile net
income to net cash used in
operating activities
Depreciation 548 549
Increase in accounts receivable (66,050) (24,815)
Increase in inventories (23,473) (14,752)
Decrease (increase) in prepaid
expenses (301) 344
Increase (decrease) in
accounts payable (7,458) 31,469
-------- --------
Net cash used in operating activities (89,471) (2,169)
-------- --------
Cash flows from financing activities
Advances by shareholders -- 3,000
-------- --------
Cash flows from investing activities -- --
-------- --------
Increase (decrease) in cash and
short-term deposits (89,471) 831
Cash and short-term deposits,
beginning of period 292,611 3,401
--------- --------
Cash and short-term deposits,
end of period $ 203,140 $ 4,232
========= ========
-23-
<PAGE>
TREASURY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT APRIL 30, 1996
(UNAUDITED)
1. Summary of significant accounting policies
(a) Basis of consolidation:
These consolidated financial statements include the accounts of the
corporation and its wholly-owned subsidiary, J.J.A.M.P. Treasury
International Corp.
(b) Inventories:
Inventories are valued at the lower of cost (first-in, first-out
method) and net realizable value.
(c) Capital assets:
Capital assets are recorded at cost less accumulated depreciation.
depreciation is provided using the declining balance basis at the
following annual rate:
Office furniture and equipment - 20%
(d) Revenue Recognition:
Revenue is generally recognized when customers are invoiced for the
products shipped by the corporation.
(e) Loss per share
Loss per share is calculated based on the weighted average number of
shares outstanding during the year of 12,223,690.
(f) General
The financial data for the three months ended April 30, 1996 and 1995
is unaudited, but includes all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for
such periods.
2. Incorporation:
The corporation was incorporated on August 18, 1995 in the state of
Delaware.
3. Business combination:
On August 18, 1995, by a reverse acquisition, the corporation acquired
100% of the issued and outstanding shares of J.J.A.M.P. Treasury
International Corp. in exchange for 8,023,812 common shares of the
corporation. The effective date of the transaction was August 1,
1995. Prior to the acquisition, Treasury International, Inc. did not
carry on any commercial activities.
4. Capital assets: APRIL 30 JANUARY 31
1996 1996
--------------------------------------- ----------
ACCUMULATED NET NET
COST DEPRECIATION BOOK VALUE BOOK VALUE
---- ------------ ---------- ----------
Office furniture
and equipment $16,822 $6,398 $10,424 $10,972
5. Contributed surplus
Contributed surplus represents the premium paid on the issuance of Common
shares.
-24-
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1996
<PAGE>
[LETTERHEAD] Bromberg & Associate
AUDITORS' REPORT
Board of Directors and Shareholders
Treasury International, Inc.
We have audited the consolidated balance sheets of Treasury International, Inc.
as at January 31, 1996 and 1995, and the consolidated statements of loss,
deficit, shareholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the corporation's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the corporation as at January 31,
1996 and 1995 and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ Bromberg & Associate
CHARTERED ACCOUNTANTS
TORONTO, CANADA
JULY 3, 1996
2
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
AS AT JANUARY 31, 1996
(U.S. DOLLARS)
ASSETS
1996 1995
Current
Cash and short-term deposits $292,611 $ 3,401
Accounts receivable 180,304 68,349
Inventories (Note 1b) 117,838 79,496
Prepaid expenses 1,852 2,479
----------- -----------
592,605 153,725
Non-current
Capital (Note 1c & 4) 10,972 10,979
----------- -----------
$603,577 $164,704
=========== ===========
LIABILITIES
Current
Accounts payable $ 49,317 $101,565
Advances by shareholder (Note 10) -- 71,267
----------- -----------
49,317 172,832
----------- -----------
SHAREHOLDERS' EQUITY
Share capital
Authorized
20,000,000 Common shares at $.0001
Issued
12,223,690 Common shares 1,222 44
Contributed surplus (Note 6) 1,077,866 --
Deficit (524,828) (8,172)
----------- -----------
554,260 (8,128)
----------- -----------
$ 603,577 $ 164,704
=========== ===========
3
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF DEFICIT
FOR THE YEAR ENDED JANUARY 31, 1996
(U.S. DOLLARS)
1996 1995
Balance, beginning of year $ (8,172) $ (37,907)
Net income (loss) for the year (516,656) 29,735
--------- ---------
Balance, end of year $(524,828) $ (8,172)
========= =========
4
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF LOSS
FOR THE YEAR ENDED JANUARY 31, 1996
(U.S. DOLLARS)
1996 1995
Sales $ 1,110,736 $ 669,718
----------- -----------
Cost of Sales 667,083 407,188
Operating, general
and administrative expenses 957,607 230,051
Depreciation expense 2,702 2,744
----------- -----------
1,627,392 639,983
----------- -----------
Income (loss) before income taxes (516,656) 29,735
----------- -----------
Income taxes -- 7,313
----------- -----------
Income (loss) before undernoted item (516,656) 22,422
Income tax reduction arising from
loss carryforward -- 7,313
----------- -----------
Net income (loss) $ (516,656) $ 29,735
=========== ===========
Loss per Common share $ (0.04)
===========
Weighted average number of
Common shares outstanding 12,223,690
===========
5
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED JANUARY 31, 1996
(U.S. DOLLARS)
COMMON PAID-IN CONTRIBUTED
SHARES CAPITAL SURPLUS
------ ------- -----------
Common stock issued
in exchange for the assets
and liabilities of J.J.A.M.P
Treasury International Corp.
in August 1995 8,023,812 $ 802 $ 78,347
Issuance of stock in
August 1995 in connection
with a private placement
offering 2,750,000 275 274,725
Issuance of stock in
August, September and
October 1995 with a
private placement offering 985,578 99 492,690
Issuance of stock in
November 1995 with a
private placement offering 464,300 46 232,104
---------- ---------- ----------
12,223,690 $ 1,222 $1,077,866
========== ========== ==========
6
<PAGE>
TREASURY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JANUARY 31, 1996
(U.S. DOLLARS)
1996 1995
---- ----
Cash flows from Operating Activities
Net income (loss) $(516,656) $ 29,735
Adjustments to reconcile net
income (loss) to net cash used
in operating activities
Depreciation 2,702 2,744
Increase in accounts receivable (111,955) (39,299)
Increase in inventories (38,342) (49,777)
Decrease (increase) in prepaid
expenses 627 (514)
Increase (decrease) in accounts
payable (52,248) 54,364
Decrease in incorporation costs -- 707
----------- -----------
Net cash used in operating
activities (715,872) (2,040)
----------- -----------
Cash flows from Financing Activities
Proceeds from issue of
Common shares 1,178 --
Advances by shareholders (71,267) 10,521
Contributed surplus 1,077,866 --
Net cash provided by
financing activities 1,007,777 10,521
----------- -----------
Cash flows from Investing Activities
Purchase of capital assets (2,695) (5,539)
----------- -----------
Net Cash used in investing activities (2,695) (5,539)
----------- -----------
Increase in cash and short-term
deposits 289,210 2,942
Cash and short-term deposits
Beginning of year 3,401 459
----------- -----------
Cash and short-term deposits
End of year $ 292,611 $ 3,401
=========== ===========
7
<PAGE>
TREASURY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT JANUARY 31, 1996
(U.S. DOLLARS)
1. Summary of significant accounting policies
(a) Basis of consolidation:
These consolidated financial statements include the accounts of the
corporation and its wholly-owned subsidiary, J.J.A.M.P. Treasury
International Corp.
(b) Inventories:
Inventories are valued at the lower of cost (first-in, first-out
method) and net realizable value.
(c) Capital assets:
Capital assets are recorded at cost less accumulated
depreciation.
Depreciation is provided using the declining balance basis at the
following annual rate:
Office furniture and equipment - 20%
(d) Revenue recognition:
Revenue is generally recognized when customers are invoiced for the
products shipped by the corporation.
(e) Loss per share
Loss per share is calculated based on the weighted average number of
shares outstanding during the year of 12,223,690.
2. Incorporation:
The corporation was incorporated on August 18, 1995 in the state of
Delaware.
3. Business combination:
On August 18, 1995, by a reverse acquisition, the corporation
acquired 100% of the issued and outstanding shares of J.J.A.M.P.
Treasury International Corp. in exchange for 8,023,812 common shares
of the corporation. The effective date of the transaction was August
1, 1995. Prior to the acquisition, Treasury International, Inc. did
not carry on any commercial activities.
4. Capital assets:
1996 1995
-------------------------------------- -----------
Accumulated Net Net
Cost depreciation book value book value
---------- ------------ ---------- -----------
Office furniture
and equipment $16,822 $5,850 $10,972 $10,979
8
<PAGE>
TREASURY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT JANUARY 31, 1996
(U.S. DOLLARS)
5. Income taxes:
As at January 31, 1996 the corporation had a net operating loss carryover
of approximately $521,000 expiring in various years through 2009.
6. Contributed surplus
Contributed surplus represents the premium paid on the issuance of Common
shares.
7. Significant business relationship
The corporation made sales of $780,221 representing approximately 70% of
total sales to two retail chain distributors.
8. Claims and lawsuits
The corporation does not have any claims or lawsuits filed or pending
against it.
9. Segmented revenue information
The corporation, through its subsidiary, markets and distributes consumer
and industrial products to South America and other foreign jurisdictions.
Geographic segments
1996 1995
---- -----
Revenues:
United States - Domestic $ 115,150 $ 45,000
Export sales
Canada 215,365 48,761
Other foreign jurisdictions 780,221 575,957
---------- ----------
$1,110,736 $ 669,718
========== ==========
10. Advances by shareholder
Advances of $71,267 from the President of the Company and its principal
shareholder were converted in August 1995 into 7,221,430 Common shares.
11. Cash and Short-Term Deposits
Cash and short-term deposits include all highly liquid investments with
an original maturity of three months or less.
9
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
FINANCIAL STATEMENTS
JANUARY 31, 1995
<PAGE>
[LETTERHEAD] Bromberg & Associate
AUDITORS' REPORT
TO THE SHAREHOLDERS OF J.J.A.M.P. TREASURY
INTERNATIONAL CORP.
We have audited the balance sheet of J.J.A.M.P. Treasury International Corp. as
at January 31, 1995 and 1994 and the statements of income, deficit and changes
in financial position for the periods 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 generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at January 31, 1995 and 1994
and the results of its operations and the changes in its financial position for
the periods then ended in accordance with generally accepted accounting
principles.
/s/ Bromberg & Associate
CHARTERED ACCOUNTANTS
TORONTO, Canada
April 9, 1995
2
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
BALANCE SHEET
AS AT JANUARY 31, 1995
(U.S. DOLLARS)
ASSETS
1995 1994
Current
Cash $ 3,401 $ 459
Accounts receivable 68,349 29,050
Inventory (Note 1a) 79,496 29,719
Prepaid expenses 2,479 1,965
--------- ---------
153,725 61,193
Non-current
Capital (Note 2) 10,979 8,184
Incorporation costs -- 707
--------- ---------
$ 164,704 $ 70,084
========= =========
LIABILITIES
Current
Accounts payable $ 101,565 $ 47,201
Advances by shareholders (Note 3) 71,267 60,746
--------- ---------
172,832 107,947
--------- ---------
SHAREHOLDERS' DEFICIENCY
Share capital
Authorized
Unlimited Common Shares
Issued
60 Common Shares 44 44
Deficit (8,172) (37,907)
--------- ---------
(8,128) (37,863)
--------- ---------
$ 164,704 $ 70,084
========= =========
3
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
STATEMENT OF DEFICIT
YEAR ENDED JANUARY 31, 1995
(U.S. DOLLARS)
1995 1994
Balance, beginning of year $(37,907) $ --
Income (loss) for the year 29,735 (37,907)
-------- --------
Balance, end of year $ (8,172) $(37,907)
======== ========
4
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
STATEMENT OF INCOME
YEAR ENDED JANUARY 31, 1995
(U.S. DOLLARS)
1995 1994
Sales $ 669,718 $ 144,724
--------- ---------
Cost of Sales 407,188 90,019
Operating, general
and administrative expenses 230,051 92,028
Depreciation expense 2,744 584
--------- ---------
639,983 182,631
--------- ---------
Income (loss) before income taxes 29,735 (37,907)
--------- ---------
Income taxes 7,313 --
--------- ---------
Income (loss) before undernoted item 22,422 (37,907)
--------- ---------
Income tax reduction arising from
loss carryforward 7,313 --
--------- ---------
Net income (loss) $ 29,735 $ (37,907)
========= =========
5
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
STATEMENT OF CHANGES IN FINANCIAL POSITION
YEAR ENDED JANUARY 31, 1995
(U.S. DOLLARS)
1995 1994
Cash provided by (used for)
Operating activities
Net income (loss) $ 29,735 $(37,907)
Item not including a cash outlay
Depreciation 2,744 584
-------- --------
32,479 (37,323)
Net changes in non-cash working capital (34,516) (13,533)
-------- --------
Cash used for operating activities (2,037) (50,856)
-------- --------
Financing activities
Advances by shareholders 10,521 60,746
Share capital -- 44
-------- --------
Cash provided by financing activities 10,521 60,790
-------- --------
Investing activities
Purchase of capital assets (5,539) (8,768)
Incorporation costs -- (707)
-------- --------
Cash used for investing activities (5,539) (9,475)
-------- --------
Net increase in cash 2,945 459
Cash - beginning of year 459 --
-------- --------
Cash - end of year $ 3,401 $ 459
======== ========
6
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1995
(U.S. DOLLARS)
1. Summary of significant accounting policies
(a) Inventory is stated at the lower of cost (first-in, first-out
method) and net realizable value.
(b) Capital assets are recorded at cost less accumulated depreciation.
Depreciation is provided using the declining balance method at the
following annual rates:
Office furniture and equipment - 20%
2. Capital assets
1995 1994
-------------------------------------- ----------
Accumulated Net Net
Cost depreciation book value book value
---------- ------------ ---------- ----------
Office furniture
and equipment $14,307 $3,8328 $10,979 $8,184
3. Advances by shareholders
The advances by shareholders are non-interest bearing and do not have any
fixed terms of repayment.
4. Loss carry forward
The company has a taxable loss of $4,261 which can be used to offset
future taxable income until 2001.
7
<PAGE>
PART III
Item 1. INDEX OF EXHIBITS:
(a) EXHIBIT INDEX PAGE
2 Share Purchase & Exchange Agreement
(JJAMP)
3(i) Certificate of Incorporation
Amendment to Certificate of Incorporation
3(ii) By-Laws
4 1995 Stock Option Plan
10.1 January 3, 1995 -- Exclusive Distribution
Contract with National Home Products Ltd
10.2 March 2, 1995 -- Exclusive Distribution
Contract with Manicare Division/ AAI
10.3 March 15, 1995 -- Letter Agreement with
Bernco Inc. regarding exclusivity with
respect to Spot Shot stain remover
10.4 May 15, 1995 -- Exclusive Distribution
Contract with Tadiran Electronics
Industries Inc.
10.5 June 2, 1995 -- Exclusive Distribution
Contract with Smart Tools Limited
11. Computation of Earnings per Share 37
21 Subsidiaries
-24-
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TREASURY INTERNATIONAL, INC.
----------------------------
(Registrant)
Date: October 21, 1996 By: /S/ JAMES HAL
------------------------------
Name: James Hal
Title: Chief Executive Officer
-25-
<PAGE>
Exhibit 11
TREASURY INTERNATIONAL, INC.
COMPUTATION OF EARNINGS/LOSS PER SHARE
AS AT JANUARY 31, 1996
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,223,690
NET INCOME (LOSS) $ (516,656)
NET INCOME (LOSS) PER COMMON SHARE $ (0.04)
-26-
