SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For the quarterly period ended September 30, 1998
------------------
Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
--------------- ---------------
Commission file no. 0-29006
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HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
- --------------------------------------------------------------------------------
(formerly HEALTH CARE CENTERS OF AMERICA, INC.)
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 62-1210877
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 North Arlington (ste. 22F)
Reno, Nevada 89501
--------------------------------------
(Address of Principal Executive Office)
(702) 786-1461
---------------------------
(Issuer's Telephone Number)
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) as been subject to such filing requirements for
past 90 days. Yes No X
--- ---
1
<PAGE>
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No n/a
--- ---
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of the issuer's common stock as of
September 30, 1998: 928,788 shares
Transitional Small Business Disclosure Format (check one):
Yes No X
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2
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed with this Form 10-QSB:
Page
----
Balance Sheets 4 - 5
Statement of Operations 6
Statement of Changes in Stockholders' Equity 7 - 9
Statement of Cash Flows 10
Notes to Financial Statements 11 - 19
Item 2. Management's Discussion and
Analysis or Plan of Operation 20
3
<PAGE>
<TABLE>
<CAPTION>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
ASSETS
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------ ------------
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS
Cash (Note 1) $ 398 $ 470
------------ ------------
Total current assets 398 470
------------ ------------
PROPERTY, PLANT and EQUIPMENT (Note 1)
Equipment held for rent 555,185 555,185
Equipment 526,917 525,418
Furniture and fixtures 13,951 12,307
------------ ------------
1,096,053 1,092,910
Less accumulated depreciation 25,731 19,433
------------ ------------
Net property, plant and equipment 1,070,322 1,073,477
------------ ------------
MINERAL INVENTORIES (Note 5)
Purchased mineral inventory 200,000,000 200,000,000
Acquisition costs 69,375,000 69,375,000
------------ ------------
269,375,000 269,375,000
------------ ------------
$270,445,720 $270,448,947
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
<TABLE>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -------------
(unaudited) (audited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 49,331 $ 82,281
Accrued interest payable 167,019 130,523
Notes payable - shareholder (Note 6) 267,373 267,373
------------- -------------
Total current liabilities 483,723 480,177
------------- -------------
STOCKHOLDERS' EQUITY
Common stock $.001 par value;
900,000,000 shares authorized;
issued and outstanding are
885,182 shares on September30, 1998
and December 31,1997 885 885
Convertible preferred stock, $0.001 par
value; 200,000,000 shares authorized;
issued and outstanding: 200,000,000
shares on September 30, 1998 and
December 31, 1997 200,000 200,000
Paid in capital 320,254,369 319,884,007
Deficit accumulated during the
Development stage (50,493,257) (50,116,122)
------------- -------------
Total stockholders' equity 269,961,997 269,968,770
------------- -------------
Total liabilities and stockholders' equity $ 270,445,720 $ 270,448,947
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
<TABLE>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 and 1997
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 and 1997
AND THE PERIOD FROM JUNE 29, 1993 THROUGH SEPTMEBER 30, 1998
<CAPTION>
(Date of Reorganiztion)
June 29, 1993
For the nine months ended For the three months ended Through
September 30, September 30 September 30, September 30, September 30,
1998 1997 1998 1997 1998
-------------- -------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
-------------- -------------- -------------- ------------- ---------------
EXPENDITURES
Depreciation and amortization 6,298 5,982 2,172 2,096 37,869
Dues and subscriptions - 1,010 - - 9,507
Organizational costs - 47,422 - - 47,422
Professional fees 213,928 189,210 52,916 43,289 596,975
Postage and courier service 1,093 5,126 25 1,384 26,494
Management fee - - - - 200,000
Marketing and promotion - 970 - - 33,453
Travel and entertainment 21,582 37,615 11,128 6,825 200,276
Telephone expenses 25,160 37,353 12,545 11,387 118,871
Other office expenses 31,018 44,172 15,046 8,096 96,850
Program development - 4,000 - - 41,710
Rent 5,560 7,060 3,520 5,020 20,067
Imputed wages 36,000 36,000 12,000 12,000 117,172
-------------- -------------- -------------- ------------- ---------------
Total expenses from operations 340,639 415,920 109,352 90,097 1,546,666
-------------- -------------- -------------- ------------- ---------------
Net operating loss (340,639) (415,920) (109,352) (90,097) (1,546,666)
-------------- -------------- -------------- ------------- ---------------
OTHER INCOME (EXPENSES)
Interest income - - - - 12,036
Bad debt expense - (266,600) - - (266,600)
Interest expense (36,496) (43,302) (12,299) (12,299) (171,827)
-------------- -------------- -------------- ------------- ---------------
Total other income (expenses) (36,496) (309,902) (12,299) (12,299) (426,391)
-------------- -------------- -------------- ------------- ---------------
Net loss before
Federal income taxes (377,135) (725,822) (121,651) (102,396) (1,973,057)
-------------- -------------- -------------- ------------- ---------------
Federal income taxes (Note 1) - - - - -
-------------- -------------- -------------- ------------- ---------------
Net loss before
extraordinary item (377,135) (725,822) (121,651) (102,396) (1,973,057)
-------------- -------------- -------------- ------------- ---------------
EXTRAORDINARY ITEM
Impairment of investments
(Note 3) - (48,520,200) - - (48,520,200)
-------------- -------------- -------------- ------------- ---------------
Total extraordinary item - (48,520,200) - - (48,520,200)
-------------- -------------- -------------- ------------- ---------------
Net loss $ (377,135) $(49,246,022) $ (121,651) $ (102,396) $ (50,493,257)
============== ============== ============== ============= ===============
Net loss per share (Note 1) $ (0.4261) $ (0.8200) $ (0.1374) $ (0.1157)
============== ============== ============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
<TABLE>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM JUNE 29, 1993 THROUGH SEPTEMBER 30, 1998
<CAPTION>
Deficit
Accumulated
during the
Common Stock Preferred Stock Additional Retained Development
Stock Amount Stock Amount paid in capital Deficit Stage
----- ------ ----- ------ --------------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 29, 1993 12,038,500 $ 240,770 - $ - $ 13,461,391 $ (13,702,162) $ -
January 4, 1994, reverse stock
split one share of new stock
for three shares of old stock
and change par value from
$.02 to $.001 (8,025,667) (236,757) 236,757
June 30, 1998, reverse stock
split - one share of new
stock for 1,000 shares of
old stock (4,008,820) (4,009) 4,009
Issuance of fractional shares 446 -
On June 29, 1993, Issued
Common stock to current
shareholders for loss
of prior stock 600 -
Issued shares of common stock to
Masterhouse Ltd. (a related
party) for 3500 master recordings,
value unknown 1,500 2 (2)
Net loss through December 31, 1993 (819)
-----------------------------------------------------------------------------------------
Balance December 31, 1993 6,559 6 - - 13,702,155 (13,702,162) (819)
In January and May 1994, Issued
common stock for services
valued at par 31,960 32 31,928
In May 1994, record retroactive
adjustment in connection with
the acquisition of ElfWorks,
Ltd., pooling of interest (Note 2) 40,000 40 39,960
In May 1994, Issued common stock,
held in trust capacity,
valued at estimated cost
of learning center (Note 2) 400 - 50,000
In May 1994, Issued common stock for
a mining company, valued at current
replacement cost of equipment
(see Note2) 12,000 12 86,118
</TABLE>
...continued
The accompanying notes are an integral part of
7
<PAGE>
<TABLE>
these financial statements HEXAGON CONSOLIDATEDCOMPANIES OF
AMERICA, INC.
(Formerly Health Care Centers of America, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM JUNE 29, 1993 THROUGH SEPTEMBER 30, 1998
<CAPTION>
Deficit
Accumulated
during the
Common Stock Preferred Stock Additional Retained Development
Stock Amount Stock Amount paid in capital Deficit Stage
----- ------ ----- ------ --------------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
In July and September 1994,
Issued common stock, held
in trust capacity,
for real in exchange
estate valued at
fair market value 94,921 $ 95 - $ - $ 22,942,267 $ - $ -
In September 1994, Issued
shares for a mining
co., valued replacement
cost of equipment,
(Note 2) 20,000 20 409,980
Capital contributed by
shareholders - - 126,768
Net loss through December
31, 1994 (135,695)
-----------------------------------------------------------------------------------------
Balance December 31, 1994 205,840 205 - - 37,389,176 (13,702,162) (136,514)
In February 1995, Issued common
stock for services, recorded
at par value 5,000 5 4,995
In February and August 1995,
Issued common
stock, held in trust
capacity, in exchange
for real estate valued
at fair market value 95,000 95 22,961,276
In August 1995, Issued
common stock in
for a music company
valued at a
discounted stock price 4,000 4 2,499,996
In August 1995, Issued common
stock for inventory of
precious metal ore,
valued at a discounted
stock price (Note 5) 100,000 100 199,999,900
In September 1995, Issued common
stock in exchange for
services performed in
conjunction with the
real estate transactions,
valued at fair
market value 275 1 66,466
Capital contributed by
shareholders - - 45,575
Net loss through December
31, 1995 (95,400)
-----------------------------------------------------------------------------------------
Balance December 31, 1995 410,115 410 - - 262,967,384 (13,702,162) (231,914)
</TABLE>
...continued
The accompanying notes are an integral part of these financial statements
8
<PAGE>
<TABLE>
<CAPTION>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM JUNE 29, 1993 THROUGH SEPTMEBER 30, 1998
Deficit
Accumulated
during the
Common Stock Preferred Stock Additional Retained Development
Stock Amount Stock Amount paid in capital Deficit Stage
----- ------ ----- ------ --------------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
In June 1996, Issued common
stock for a mining interest,
transaction not
consummated, stock to be
recovered, valued at zero
(Note 9) 98,000 $ 98 - $ - $ (98) $ - $ -
In June 1996, Issued common
stock in exchange for
equipment (Note 1) 2,067 2 555,183
Imputed value of services
provided by Officers and/or
Directors (Note 11) - - 34,970
Capital contributed by
shareholders - - 283,292 - -
Net loss through December
31, 1996 (374,422)
-----------------------------------------------------------------------------------------
Balance December 31, 1996 510,182 510 - - 263,840,731 (13,702,162) (606,336)
In February 1997, Issued shares
of common stock in exchange
for a Mining Interest
valued at a discounted
stock price (Note 2) 375,000 375 69,374,625
Quasi-reorganization, 1997
(Note 1) (13,702,162) 13,702,162
In October 1997, authorized
and issued convertible
preferred stock for services
and expenditures, valued
at par (Note 1) 200,000,000 200,000
Imputed value of services
provided by Officers
and/or Directors (Note 11) - - 51,960
Capital contributed by
shareholders - - 318,853
Net loss through December
31, 1997 (49,509,786)
-----------------------------------------------------------------------------------------
Balance December 31, 1997 885,182 885 200,000,000 200,000 319,884,007 - (50,116,122)
Imputed value of services
provided by Officers
and/or Directors (Note 11) $ 39,060
Capital contributed by
shareholders 331,302
Net loss through September
30, 1998 (377,135)
-----------------------------------------------------------------------------------------
Balance at September 30, 1998 885,182 $ 885 200,000,000 $ 200,000 $ 320,254,369 $ - $(50,493,257)
========== ====== =========== ========== ============ ==== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE>
<TABLE>
<CAPTION>
HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 and 1997
AND THE PERIOD FROM JUNE 29, 1993 THROUGH SEPTEMBER 30, 1998
June 29, 1993
For the nine months ended Through
Septmeber 30, Septmeber 30, September 30,
1998 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (377,135) $(49,246,022) $(50,493,257)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 6,298 5,982 37,869
Services paid in stock: -- -- 36,960
Imputed value of services provided by
Officers and Directors (Note 11) 39,060 39,060 125,990
Impairment of assets (Note 3) -- 48,520,200 48,520,200
Preferred stock issued for services (Note 1) -- -- 200,000
Organizational costs -- 47,422 27,862
Net (Increase) Decrease in:
Prepaid expenses -- 1,500 --
Notes receivable -- 260,000 --
Interest receivable -- 6,600 --
Net Increase (Decrease) in:
Accounts payable (32,950) 79,535 49,330
Accrued interest payable 36,496 43,301 167,019
------------ ------------ ------------
Net Cash Used by Operating Activities (328,231) (242,422) (1,328,027)
------------ ------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Furniture and fixtures (1,642) (6,058) (13,949)
Purchase of Equipment (1,499) (4,353) (30,787)
------------ ------------ ------------
Net Cash Used by Investing Activities (3,141) (10,411) (44,736)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributed by shareholders 331,300 256,949 1,105,787
Payment on shareholder loan -- (195,436) (195,436)
Borrowings -- (4,400) 462,810
------------ ------------ ------------
Net Cash Provided (Used) by Financing Activities 331,300 57,113 1,373,161
------------ ------------ ------------
Net Increase (Decrease) in Cash (72) (195,720) 398
Cash at the beginning of period 470 196,214 --
------------ ------------ ------------
Cash at the end of period $ 398 $ 494 $ 398
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
10
<PAGE>
HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION:
Hexagon Consolidated Companies of America, Inc. a Nevada Corporation
headquartered in Reno, Nevada was incorporated under the name Carleton
Enterprises, Ltd. On November 13, 1984 the Company changed its name to SCN, Ltd.
On December 15, 1986, an involuntary petition for reorganization, under Chapter
11 of the U.S. Bankruptcy Code, was filed against SCN, Ltd. In December 1988,
the Company became debtor in possession of its assets under a voluntary
proceeding. The Company was dormant until September 31, 1993 at which time the
bankruptcy was ordered dismissed. On November 19, 1993 the Company changed its
name to Health Care Centers of America, Inc. (HCCA). On July 7, 1999, the
Company changed its name to Hexagon Consolidated Companies of America, Inc. The
Company is a development stage enterprise as defined by FASB No. 7. "Accounting
and Reporting by Development Stage Enterprises".
On June 30, 1998, the Company authorized a reverse stock split. One new share
was issued for 1,000 old shares. The par value remained the same at $.001 per
share. These financial statements have been retroactively restated for this
change in capital stock.
In January, 1997, the Company voted to eliminate the previous retained deficit
through a quasi-reorganization. This resulted in the elimination of the deficit
in retained earnings of $13,702,162. It had no effect on assets or liabilities.
On October 2, 1997, the Company authorized and issued 200,000,000 of the
Company's preferred stock for services and expenditures valued at $200,000.
NATURE OF BUSINESS:
Currently the Company is focused on the development, management and exploitation
of three primary industry segments. The first is the development of mining
interests and exploitation of existing inventories of ore concentrate. The
second is the management and development of a wide range of real estate
interests. The third is to continue its previous entertainment activity of
marketing master recordings and recording new master recordings.
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of its wholly owned
subsidiaries, MedAway International, Inc., Music Alley, Inc. and Peeples Mining
Company, Inc. All significant inter-company transactions have been eliminated.
MINERAL PROPERTIES;
Acquisition costs of mineral properties, rights and options together with direct
exploration and development expenditures thereon are deferred in the accounts to
be written off when production is attained or disposition occurs.
Such expenditures are accumulated and amortized using the units of production
method based upon the estimated proven mineral reserves in each cost center as
determined by independent assayers, or charged to income if any cost center is
determined to be unsuccessful.
If results from exploration warrant the abandonment of certain mineral
properties included in a group and retention of the remainder, all acquisition,
exploration and development expenditures relating to the entire group are deemed
to represent those expenditures relating to the mineral properties and
consequently, no adjustment is made in the accounts in respect of mineral
properties abandoned.
11
<PAGE>
HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
Administrative expenditures are charged to income in the year they are incurred.
ORGANIZATIONAL COSTS:
The Company has adopted Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-Up Activities" issued in April 1998 by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
Pursuant to SOP 98-5, organizational costs are expenses as incurred instead of
being capitalized and amortized.
FINANCIAL INSTRUMENTS:
At September 30, 1998 and December 31, 1997, the fair value of the Company's
notes payable (see Note 6 ) are assumed to be equal to their reported carrying
amounts.
PROPERTY, PLANT AND EQUIPMENT:
Equipment and furniture are stated at cost. Depreciation is computed using the
straight-line method over a period of five to ten years.
Equipment also included 24 Medaway-1 infectious waste treatment units, an
on-site machine to process medical waste. The Company plans to sell or lease
these machines to hospitals. The machines were purchased June 1996 through an
exchange of 2,067 shares (after given effect to reverse split (see Note 1)) of
the Company's common stock. The transaction was valued at the seller's cost of
$555,185 or $23,133 per unit. This equipment is not being depreciated because it
has not yet been placed in service.
CASH AND CASH EQUIVALENTS:
The company considers all short-term deposits with a maturity of three months or
less to be cash equivalent.
FEDERAL INCOME TAX:
Due to an operating loss, since reorganization and since consolidation, there is
no provision for federal income tax.
USE OF ESTIMATES:
The preparation of financial statements in conformity with general accepted
accounting principals requires management to make estimates and assumptions that
affects certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
LOSS PER COMMON SHARE:
Weighted average shares outstanding used in the loss per common share
calculation were 885,182 shares at September 30, 1998 and September 30, 1997.
NOTE 2 - ACQUISITIONS
1. On June 26, 1996 the Company issued 40,000 shares (after given effect to
reverse split (see Note 1)) of its common stock in exchange for all of the
outstanding common stock of ElfWorks, Ltd. The business combination has
been accounted for as a pooling of interest and, accordingly, the Company's
consolidated financial statements have been given retroactive effect to
include the accounts and operations of ElfWorks, Ltd. for all periods prior
to the acquisition. ElfWorks, Ltd. had not commenced operations and had no
activity since inception, except for organizational costs of $40,000.
Therefore, the combined corporations will show no effect on the profit and
loss from ElfWorks Ltd. operations.
This combination was accounted for as a pooling of interest after
satisfying the twelve criteria referenced under APB 16, as follows: 1) each
company is autonomous, 2) each company is independent, 3) the combination
was effected in a single transaction, 4) common stock was issued for all
the common stock of ElfWorks, Ltd., 5) the equity interest of common stock
of each company was unchanged, 6) the combining companies reacquired a
12
<PAGE>
HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
nominal number of shares, 7) the ratio interest of individual stockholders
was unchanged, 8) voting rights are exercisable, 9) the combination was
resolved at the consummation date of June 26, 1996, 10) ElfWorks, Ltd.
agreed not to retire common stock to effect the combination, 11) there is
no intent to dispose of a significant part of the assets of ElfWorks, Ltd.,
and 12) no financial arrangements have been made for the benefit of former
stockholders.
Advertising credits from American Independent Network (AIN) were acquired
through the acquisition of ElfWorks, Ltd. Such credits are recorded at the
predecessor's cost of zero. With reference to Staff Accounting Bulletin No.
48 Topic 5-G (9/27/82), when a company acquires assets from shareholders in
exchange for stock prior to registration of a the company, such asset
should generally be recorded at the cost to the shareholder. ElfWorks, Ltd.
originally transferred common stock to AIN in exchange for these trade due
bills. The credits are an irrevocable promise (trade due bill) to provide
the holder with network programming time and commercial advertising time.
According to AIN's current rate card, the Company could broadcast a 1/2
hour program 5 days a week at prime time for more than 4 years, throughout
the networks 161 stations. The certificates are transferable and
negotiable.
2. The Company's recent registration of their common stock under the Exchange
Act has been declared effective on February 4, 1997. Consummation of the
following stock exchange agreements have been declared effective:
o Effective February 4, 1997, the Company consummated the purchase of
Nashville Music Consultants, Inc. (NMC) a Tennessee Corporation
headquarters in Nashville. On April 21, 1995, the Company entered into a
stock exchange agreement with NMC whereby 4,000 shares (after given effect
to reverse split (see Note 1)) of the Company's common stock valued by
using the stock price on the date of the agreement discounted 50% for
restricted stock issued, was exchanged for all the issued and outstanding
shares of NMC. The subject matter of the stock exchange agreement with NMC
concerned only the music publishing operation of NMC. On September 1, 1998,
NMC (now Nashville Music Group (NMG)) and the Company entered into an
amendment to the stock exchange agreement, which was effective as of April
21, 1995. The reason for the amendment was to conform operations to the
intent of the initial stock exchange. NMC had expanded its operations into
areas beyond music publishing. As a result of the amendment, the publishing
division of NMC, Music Alley, Inc., was transferred to the Company. Since
the amendment to the agreement, HCCA received various rights to the
publishing operation. Since receiving these rights, there has been no
activity and Music Alley, Inc. has been dormant. The remaining value has
been reserved as impairment of assets (see Note 3). The uncertainty of
obtaining this information is so great, it is felt that the value may have
been impaired to an unknown extent. Therefore, it has been fully reserved
against until such time that the appropriate information is obtained.
o Effective February 4, 1997, the Company consummated the purchase of F & H
Mining, Inc. (F&H), an international business corporation, and Peeples
Mining L.L.C. (Peeples LLC), an Arizona limited liability company. On March
25 1994, the Company entered into a stock exchange agreement with F&H,
whereby 12,000 shares (after given effect to reverse split (see Note 1)) of
the Company's common stock was exchanged for all the issued and outstanding
shares of F&H valued current replacement cost of equipment purchased of
$86,130. On June 18, 1994, the Company entered into a stock exchange
agreement with Peeples LLC, whereby 20,000 shares (after given effect to
reverse split (see Note 1)) of the Company's common stock was exchanged for
all the issued and outstanding shares of Peeples LLC also valued at current
replacement cost of the equipment purchased of $410,000. Both companies
were dormant and had no operations for several years.
o On February 4, 1997, the Company formed Peeples Mining Company, a Nevada
Corporation, and a wholly owned subsidiary of the Company. The assets of
Peeples LLC and F&H were consolidated into the new corporation. As a
13
<PAGE>
HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
result, Peeples Mining Company now has mining operations in Arizona, Nevada
and California. The Arizona operation includes a mineral lease on 377.11
acres. The Nevada property includes 7 claims on 140 acres. The production
facility and lab equipment owned by Peeples Mining Company located at the
Arizona mill site operation. Assay reports obtained by professionals in the
industry indicate the expected value of these reserves to be in excess of
the stock value on the date of these agreements discounted by 50% for
restriction.
o On February 6, 1997, 375,000 shares (after given effect to reverse split
(see Note 1)) of common stock was issued to Zarzion, Ltd., for the purchase
of 17 mining claims covering a 340-acre site in San Bernardino County,
California. The shares were valued at $69,375,000, the stock price on the
date of the agreement discounted by 50% for restriction. Assay reports
obtained by an independent registered assayer indicate a value in excess of
this value. There has been no activity on this property for several years.
3. The following stock exchange agreements have not yet consummated:
o In March, 1994, the Company entered into a stock exchange agreement with
Mr. William Jackson, thereafter amended, whereby 400 shares (after given
effect to reverse split (see Note 1)) of the Company's common stock was
exchanged for the future operations of a learning center in Reno, Nevada.
The stock was valued at $50,000, the estimated cost to commence operations
for the Reno facility. Consummation of the transaction is dependent on
completion of the learning center, which is unknown at this time. The
Company has directed its stock transfer agent to issue a "stop transfer"
order regarding the stock previously transferred with respect to this
transaction. Therefore, this acquisition has been deemed to be impaired
(see Note 3).
o The company has entered into two stock exchange agreements to acquire real
estate from The Rainbow Group and The Senior Group. The subject matter of
these agreements is currently in litigation in the Circuit Courts of Cook
and DuPage Counties, Illinois and the Federal District Court for Middle
Tennessee, Nashville, Tennessee. The Company has directed its transfer
agent to issue a "stop transfer" order concerning all stock that had been
issued in exchange for the real estate. Also, it is the Company's position
that all such stock is being held by the recipient in a trust capacity for
the benefit of both parties. Due to this litigation, the Company is unable
to obtain necessary and required financial information. The uncertainty of
obtaining this information is so great, it is felt that the value may have
been impaired to an unknown extent. Therefore, it has been fully reserved
against until such time that the appropriate information is obtained (see
Note 3). Furthermore, the final determination of the consummation of these
transactions shall be determined by the above referenced courts.
As a good faith measure, the Company issued stock upon the signing of the
various stock exchange agreements. In the event that any of the agreements
are not ultimately consummated, the Company shall pursue the return of the
stock issued or the fair market value of such stock.
NOTE 3 - CONTRACTS FOR ACQUISITION
The Company has identified and entered into stock exchange agreements with
entities in the mining, real estate, entertainment and education industries.
These agreements provided that the other party to the agreement would have the
right to annul or void the agreement if a registration statement registering the
Company's common stock under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is not declared effective within a specified period of
time. This right has lapsed inasmuch as the Company's recent registration of its
common stock under the Exchange Act was declared effective on February 4, `1997.
All of such contracts became effective as of that date, with the exception of
the Company's contracts of the acquisition of the real estate, which are the
subject of litigation and have not been consummated. The uncertainty of
obtaining the required financial information and of the consummation of the
transactions, it is felt that the value may have been impaired to an unknown
extent. Therefore, it has been fully reserved against until such time that the
transactions are consummated.
14
<PAGE>
HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
(Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
As shown below, the criteria used to value the stock exchange transactions vary
by agreement. For the purposes of these financial statements, the value was
calculated using the lower of the following: 1) the market value estimated by
cash flow/income, if available, or 2) the value of the stock on the date of the
agreement discounted 50% for restriction. The calculated value of each probable
exchange agreement was booked to Investment in Future Acquisition (Asset)
resulting in a total value recorded of $49,016,330 at December 31, 1996 (see
below). Exchange agreements entered into but now determined to be "not probable"
have been reserved against in the financial statements until further negotiated
and consummated. Such contracts included abandoned contracts for the acquisition
of health care practices and an adjustment of shares for the learning centers
and assets deemed to have been impaired (see Note 2).
Stock exchanged for the specific assets have been valued as follows:
<TABLE>
<CAPTION>
Value
Description of Assets to be acquired by the Company Assigned Ref.
- --------------------------------------------------- -------- ----
<S> <C>
o A future learning center to be located in Reno, Nevada $ 50,000 (a)
o A mining interest in 7 claims on 140 acres, located in Nevada 86,130 (b)
o A mineral lease on 377.11 acres, located in Arizona 410,000 (b)
o The acquisition of Nashville Music Co., located in Nashville, TN 2,500,000 (c)
o 26 town homes plus surrounding amenities 3,863,130 (d)
o Office Building, restaurant/banquet facility and vacant land 6,669,930 (d)
o A motel located in Northbrook, Illinois, with 38 luxury suites 2,700,000 (e)
o A country club located in the Village of Lakemore, Illinois 359,758 (f)
o An interest in a golf course and country club in Naperville, Illinois 2,684,779 (d)
o A water and utility service located in Oakbrook Terrace, IL 408,000 (f)
o A restaurant site located in Shiller Park, Illinois 620,789 (f)
o An interest in a shopping center in Palatine, Illinois 6,689,596 (f)
o An interest in two leases and land located Shiller Park, IL 1,207,207 (g)
o 12-acre commercial parcel located in Dania, Florida 1,618,103 (f)
o An interest in a Yacht located in Ft. Lauderdale, Florida 688,608 (h)
o A Large land development in Gallatin, TN referred to as "Foxland" 16,000,000 (i)
o 24 acres of residential vacant land near Bellevue, Tennessee 800,400 (j)
o 56-acre parcel located on Dickerson Road in Nashville, TN 1,659,900 (d)
---------
Total value for Stock Exchanged and held in Trust Capacity
December 31, 1996 49,016,330
Less: Impairment of investments (Note 2) (48,520,200)
Capitalization of mining equipment (Note 2) (496,130)
---------
Value at December 31, 1997 and September 30, 1998 $ 0
============
</TABLE>
The above investments, excluding the mining interests, are under litigation to
determine legal ownership.
15
<PAGE>
Ref:
(a) - Valued at the estimated cost to commence operations for the Reno
facility.
(b) - Valued at replacement cost of equipment purchased.
(c) - Value determined by using the stock price on the date of the
agreement discounted 50% for restriction, and compared to a
valuation model projecting earnings for the company.
(d) - Value based on tax assessors current Fair Cash Value.
(e) - Valued at market value determined by independent appraisers and
consultants.
(f) - Value obtained from financial statement schedules indicating cost
basis of property.
(g) - Value determined by calculating the annual lease income times
approximately 6 years.
(h) - Value calculated based on the estimated annual net income discounted
at 10%.
(i) - Value based on a current contract offer price.
(j) - Valued at the current market value of a lot recently sold adjacent
the property.
As a good faith measure, stock was issued upon signing the agreements. It is the
Company's position that the stock certificates issued in transactions which have
yet to be consummated are being held by the recipient in a trust capacity for
the benefit of both parties, and will be forfeited and canceled if the agreement
is annulled or void. The Company has no control over any of the entities
included in these potential acquisitions and will not have any control until
such time as the acquisition is complete.
NOTE 4 - GOING CONCERN
As discussed in Note 1, the company has been in the development stage since June
29, 1993. A major portion of its assets includes mineral inventories valued at
$200,000,000 and mining claims located in San Bernardino County, California
valued at $69,375,000. Realization of a major portion of these assets is
dependent upon the Company's ability to successfully liquidate the mineral
inventory. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. These factors raise concern about
the Company's ability to continue as a going concern. It is management's
intention to raise additional capital through a) leasing of the MedAway machines
(Note 1), b) sale of some or all of the ore inventory (Note 5), c) sale of some
of the advertising trade credits (Note 2), and d) a private placement of
securities.
NOTE 5 - MINERAL INVENTORIES:
Mineral properties include:
a) An inventory of concentrated precious metals ore located on land leased
from the State of Arizona through the year 2003. Recent assay reports
commissioned by the Company indicate there is a combination of precious
metals, rare earth and common elements. These concentrates were purchased
in exchange for 100,000 shares (after given effect to reverse split (see
Note 1)) of the Company's common stock. Such stock was valued at
$200,000,000, based on the stock price on the date of the agreement
discounted by 50% due to restrictions on transferability, applicable to
such stock. A subsequent independent valuation indicated a fair-market
value in excess of the recorded amount.
b) The San Bernardino County, California site consists of the purchase of 17
mining claims covering a 340-acre site. These claims were purchased in
exchange for 375,000 (after given effect to reverse stock split (see Note
1)) of the Company's common stock. The shares were valued at $69,375,000,
the stock price on the date of the agreement discounted by 50% for
restriction. Assay reports obtained by an independent assayer indicate a
value in excess of this value. There has been no activity on this property
for several years.
c) On April 30, 1998, the Company entered into a joint venture agreement with
Hidden Splendor Smelting Company (HSS) to share in the profits for
processing mineral inventories. HSS will be granted the exclusive right to
earn an undivided 20% interest in the net revenues received as a result of
16
<PAGE>
the sale of processed inventory. HSS shall provide proper permits for the
processing, equipment, laboratory facilities and structures for the initial
period of the processing operations. The term of the agreement is eight
years from the effective date of the agreement.
<TABLE>
<CAPTION>
NOTE 6 - NOTES PAYABLE:
September 30, December 31,
1998 1997
-------- --------
<S> <C> <C>
A note payable to R.K. Company, dated
November 17, 1995, payable $43,367 per
month with interest at 10% per annum
through May 17,1996, 18% thereafter, unsecured $ 52,373 $ 52,373
A note payable to R. K. Company, dated November 17,1995,
payable $37,624 per month with interest at 10% per annum
through May 17 1996, 18% thereafter, unsecured 215,000 215,000
-------- --------
Total Notes Payable $267,373 $ 267,373
======== ========
</TABLE>
In March 1997, a payment of $195,436 was made on the note payable to R.K.
Company. Both notes are delinquent and there has been a demand for payment on
both notes. A final determination of the enforceability of these notes is
subject to the outcome of the litigation reported above (see Note 2). Should the
courts determine that these notes are not enforceable, the Company will pursue
recovery of the $195,436 payment made in March 1997.
NOTE 7 - INCOME TAXES:
At December 31, 1993 the Company had a net operating loss carry forward for
federal income tax purposes which will be limited because of change in ownership
since 1993. Post 1993 net operating losses carry forward of approximately
$500,000 is available to provide future tax benefits:
Expiration Date Operating Losses
--------------- ----------------
2008 $800
2009 101,000
2010 90,000
2011 308,200
NOTE 8 - CAPITAL STOCK:
On December 28, 1993 the Company amended its articles of incorporation's to
increase the authorized capitalization from 80,000,000 shares common stock to
900,000,000 shares of common stock and 200,000,000 shares of convertible
preferred stock and changed the par value of its common stock from $0.02 per
share to $0.001 per share. In January 1994, the Company declared a one for three
reverse stock split. In June 1998, the Company declared a one for one thousand
reverse stock split.
NOTE 9 - CONTINGENCIES:
The Company is subject to disputes, various claims and legal proceedings
primarily relating to its contracts to acquire real estate and on account of
various transactions affiliated with the owner of the real estate. Consummation
of the agreements have not yet occurred, and such contracts are the subject of
litigation, the outcome of which cannot presently be predicted to be favorable
or unfavorable to the Company. Should the outcome of the real estate litigation
be unfavorable to the Company, the outstanding shares will be recovered and the
remaining unrecoverable shares will be pursued.
In 1996, the Company entered into a contract for the acquisition of an interest
in a mining operation, but the transaction was not consummated. The Company
17
<PAGE>
issued 98,000 shares (after given effect to reverse split (see Note 1)) for the
interest in the mining operation. The Company is attempting to reacquire those
shares, but, at this time, management is unable to determine if collectability
is probable.
Stock options for an aggregate of 50,000 shares (after given effect to reverse
split (see Note 1)) were issued to The Rainbow Group and The Senior Group
(25,000 each). Such options must be exercised within 10 years from the option
grant date of June 28, 1994. The first 25,000 shares are reserved at an exercise
price of $1,000 per share. The next 25,000 may be exercised at a price per share
equal to the last trading price at the close of business for the day immediately
preceding the day on which the option is exercised. In no event can the price be
less than 110% of the trading price on June 28, 1994. The holder of these
options is the same individual who holds the 98,000 shares discussed above.
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash services and acquisitions are listed below, including common stock
where applicable. Stated at value prior to reverse stock split.
Date Exchanged for: No. of Shares Value Assigned
----- --------------- ------------- --------------
1. 1/94 Services 31,960,000 $ 31,960
2. 5/94 A Future Learning Center 400,000 50,000
3. 5/94 Mining Interest 12,000,000 86,130
4. 7/94 Real Estate Properties 54,572,361 13,190,066
5. 9/94 Real Estate Properties 40,348,988 9,752,296
6. 9/94 Mining Interest 20,000,000 410,000
------------ ------------
Total 1994 159,281,349 23,520,452
------------ ------------
7. 2/95 Services 5,000,000 5,000
8. 2/95 Real Estate Properties 22,000,000 5,317,370
9. 8/95 Music Company 4,000,000 2,500,000
10. 8/95 Real Estate Properties 73,000,000 17,644,001
11. 8/95 Mineral Inventory (Note 5) 100,000,000 200,000,000
12. 9/95 Services 275,000 66,467
------------ ------------
Total 1995 204,275,000 225,532,838
------------ ------------
13. 6/96 Mining Interest 40,000,000 --
14. 6/96 Medical Decontamination
Machines 2,066,115 555,185
15. 7/96 Acquisition of ElfWorks, Inc. 40,000,000 40,000
16. 1996 Services (Note 11) -- 34,970
------------ ------------
Total 1996 82,066,115 630,155
------------ ------------
17. 2/97 Mining Interest (Note 2) 375,000,000 69,375,000
18. 1997 Services (Note 11) --
------------ -----------
-- 51,960
Total 1997 375,000,000 69,426,960
------------ ------------
19. 1998 Services (Note 11) -- 26,040
Total 1998 -- 26,040
TOTAL 1994 - 1998 820,622,464 $319,136,445
============ ============
To reflect reverse stock split: 820,622
18
<PAGE>
NOTE 11 - RELATED PARTY TRANSACTIONS:
o Inventories consisting of ore concentrates located in Arizona were
purchased from Zarzion Ltd. in exchange for shares of the Company's common
stock (see Note 5).
o October 2, 1997, 200,000,000 shares of preferred stock were issued for
services and expenditures. The transaction was booked at the Company's par
value of preferred stock.
o Services contributed by officers and reimbursements forfeited were expensed
to "Imputed Wages" at an hourly rate proportionate to the services
performed. Contributed office occupancy provided by Maurice Furlong, the
Company's president and CEO, was expensed to rent at an average of $340 a
month.
o Mining claims located in San Bernardino County, California were purchased
from Zarzion Ltd. In exchange for shares of the Company's stock (see Note
2).
o In April 1997, Maurice Furlong, CEO, President and major shareholder,
obtained voting control of all common stock of the Company held by Zarzion,
Ltd.
19
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The increase in the Company's plant and equipment from $1,092,910 at
December 31, 1997 to $1,096,053 at September 30, 1998 is attributable to the
Company's acquisition of certain incidental office furnitue and equipment. The
increase in current liabilities is mostly attributable to current interest.
Nine months operating losses decreased from $419,920 ending with the
third quarter of 1997 to $340,639 ending with the third quarter of 1998,
primarily on account of a decrease in the Company's travel, administrative, and
operational expenses. However, during the same reference period, professional
fees increased from $189,210 to $213,928.
The number of shares of outstanding shares of stock at December 31,
1997 was 871,400,068 (871,401 after given effect of reverse split). The number
of outstanding shares of stock as of September 30, 1997 was 928,788. The number
of outstanding shares of stock as of June 30, 1998 was 871,098 shares. The
difference is accounted for by the fact that effective June 30, 1998 the Company
had a 1 for 1,000 reverse stock split. There were no fractional shares issued
and all post reverse split shares were rounded up to the next full share.The
difference in the number of shares outstanding as of Septembeter 30, 1998 and
June 30, 1998 is 57,690 shares.
The difference is attributable to two factors. On July 23, 1998, 58,000 shares
previously returned to treasury and in the name of R.K. Company were reinstated.
The Company had issued a stop transfer order concerning these shares. However,
the R. K. Company had already assinged them to a third party. The Company will
seek the return of other shares in the name of R. K. Company or the equivalant
value. (See Part II, Item 2, "Legal Proceedings" of the Company's Second Amended
Form 10-SB, which is incorporated herein by reference).
Plan of Operation
The discussion contained in Part I, Item 2,"Management's Plan of
Operation", of the Company's Second Amended Form 10-SB filed December 1999 is
incorporated herein by reference.
20
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The discussion contained in Part II, Item 2, "Legal Proceedings" of the
Company's Second Amended Form 10-SB is incorporated herein by reference.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted during the fiscal year covered by this report
to a vote of security holders, through the solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
The index to exhibits and exhibits contained in the Company's Second
Amended Form 10-SB are incorporated herein by reference.
Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
21
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Hexagon Consolidate Companies of America, Inc.
----------------------------------------------
(Registrant)
By /s/ MAURICE W. FURLONG
---------------------------------
Maurice W. Furlong, President
Date December 1, 1999
----------------
By /s/ MICHAEL PIETRZAK
---------------------------------
Michael Pietrzak, principal financial officer
Date December 1, 1999
----------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 398
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 398
<PP&E> 270471053
<DEPRECIATION> 25731
<TOTAL-ASSETS> 270445720
<CURRENT-LIABILITIES> 483723
<BONDS> 0
200000
0
<COMMON> 885
<OTHER-SE> 269761112
<TOTAL-LIABILITY-AND-EQUITY> 270445720
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 340639
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36496
<INCOME-PRETAX> (377135)
<INCOME-TAX> 0
<INCOME-CONTINUING> (377135)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (377135)
<EPS-BASIC> (0.426)
<EPS-DILUTED> (0.426)
</TABLE>
