<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
(Amendment No. 4)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
HAND BRAND DISTRIBUTION, INC.
(Name of Small Business Issuer in its charter)
<TABLE>
<CAPTION>
FLORIDA 65-0622463
------------------------------ ------------------------------------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
9845 N.E. 2nd Avenue
Miami Shores, FL 33138
----------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (305) 759-8710
--------------
Securities to be registered under Section 12(b) of the Act:
NONE
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
<PAGE> 2
PART I
Item 1. Description of Business.
Hand Brand Distribution, Inc. ("Hand Brand") is filing this Form 10-SB
to register its common stock and thus become a reporting company pursuant to
Section 12(g) of the Securities Exchange Act of 1934.
We publish an informational magazine/catalog, Family Health News, four times a
year which includes articles on health, nutrition, lifestyle and innovative
health products and therapies. We distribute a select line of products related
to these topics including books and tapes, health and nutritional supplements,
lifestyle products and water filtration systems through the Family Health News,
through a sales force of independent distributors recruited primarily though
our catalog and through World Wide Web site on the Internet
(www.familyhealthnews.com). Although most of the products we sell are developed
and manufactured by others, we manufacture a line of water filtration systems
which we sell. Our product line is narrowly focused and consists of
approximately 120 products.
We are a Florida corporation which was incorporated in 1995. Our
executive offices are located at 9845 N.E. 2nd Avenue, Miami Shores, FL 33138
and our telephone number is 305-759-8710.
Background
In October 1996 we acquired The Family News, Inc. which publishes
Family Health News, a news catalog that is devoted to marketing a select line
of innovative health and lifestyle products. The Family News was founded in
1990 to offer a subscription-based newsletter and digest focused on health,
nutrition, and alternative medical therapies. Family Health News has been
published quarterly since its founding in 1990.
In January of 1997 Hand Brand acquired a line of water filters from The
Rockland Corporation. This product line employs a proprietary filtration medium
and consists of 22 models that range from 1/2 to 300 gallons per minute. We are
currently manufacturing and marketing the products.
The Family Health News
The Family Health News is published quarterly and typically contains
24 - 30 11" x 17" pages. It is printed on newsprint in black and white with spot
color. Each issue contains five to seven articles on health topics that range in
length from 4,500 to 12,000 words. These treatises are designed to give readers
a comprehensive range of information on a particular disease, condition, therapy
or other health related issue and generally focus on the scientific basis and
design rationale behind therapeutic innovations. We currently have a paid
subscription base of over 1,000 people who pay $16.00 annually for the
publication. The Family Health News is also a catalog of our products. It
contains an order form for mail order, our 800 number for ordering by toll-free
telephone and information on how to reach our World Wide Web site where orders
may also be placed.
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Our articles are either written especially for the Family Health News,
or are digested from other periodicals. Products that are related to the content
of the feature articles are frequently offered to the reader. Hand Brand
manufactures some of its approximately 120 advertised products and is a
distributor for the remainder. The product list is continuously changed to
reflect the latest research developments in health and nutrition.
Our Direct Sales Organization
Every subscriber to the Family Health News has the opportunity to join
our direct sales organization as an independent distributor. To become a
distributor, a person or entity must subscribe to the Family Health News. There
is no agreement or any other purchase obligation and no fees are charged to
become a distributor. Distributors are offered discounts on our products ranging
from 10% to 40%. Distributors who recruit other distributors are entitled to a
commission of the sales to such persons of approximately 3% to 15%. Each
distributor is issued a unique identification number and the number included in
any order is used to keep track of commissions earned. We have approximately
1,400 active distributors at the present time.
The direct selling organization is the most recent addition to our
marketing strategy. Although it is proving popular, it is currently responsible
for approximately 10% of our sales volume versus 90% from mail order 800 number
and internet sales.
Product Selection and Pricing and Sourcing
We have considered over 4,500 products for distribution in the last ten
years and yet Hand Brand carries only 120 products. We seek to identify products
which represent effective, science-based formulas and technologies. However, as
with most vitamins, herbals and nutritional supplements, such products do not
undergo the vigorous scientific validation of safety and effectiveness and
pre-market approval by the Food and Drug Administration required of
pharmaceutical products. All products, other than our water filter line, are
manufactured by established manufacturers. Some products are standard
formulations and some are specially formulated for Hand Brand alone. The
products are generally sold under the brand name of the manufacturer but
approximately 24 of our products are labeled under our Hand Brand name.
We depend upon the manufacturers of our products to conduct adequate
quality control and compliance with applicable manufacturing and labeling
regulations. We do not undertake independent quality testing of our products
after they are received from the manufacturer.
We do not have any long term supply contracts with the manufacturers
of our products. We believe that virtually all of the products we offer are
available from several sources and have not experienced any inability to obtain
products in the past. We currently deal with 80 different suppliers of our
products. Retail prices range from $4 to $49 per unit.
Water Filters
We acquired our water filtration line in 1997 and manufacture the
products in Miami, Florida. The line utilizes a proprietary filtration medium
which we consider a trade secret and have not patented. Our water filtration
line consists of 22 models ranging in capacity from 1/2 to
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300 gallons per minute. Besides selling our water filters through our catalog,
direct sales organization and the Internet, we also have independent
distributors who purchase the water filter line for resale. We have no written
agreements with these distributors and such sales are generally made by
purchase order.
Competition
The primary channels of distribution for the Company's products are:
(i) mass market retailers which include drug stores, supermarkets, mass
merchandisers and discount stores; (ii) health food stores: (iii) direct sales
organizations; (iv) mail order; and (v) the Internet. The market is highly
competitive. We believe that we compete based upon the information which we
provide to our customers through the Family Health News and our World Wide Web
site. We believe the narrow focus of our product line, along with the
information provided, avoids the confusion of the typical retail location which
carries a vast selection of products but generally offers little information on
the products.
We compete against a variety of retail organizations including
supermarkets, drug stores, chain stores and book stores which carry competing
products. There are also competing mail order and internet retailers which
carry competing products. These competitors compete on the basis of selection,
price, physical location and personal service availability at some locations.
Order Fulfillment
We currently have between four and six individuals available for
receiving orders and offering customer service between 8:00 am and 6:00 pm
Eastern Time, Monday through Friday and can accept online payments at two
websites 24 hours a day seven days a week. The administrative office can handle
up to twenty simultaneous orders. We generally ship orders within one day of
receipt.
Government Regulation
The manufacturing, processing, formulation, packaging, labeling and
advertising of certain of our products are subject to regulation by one or more
federal agencies, including the U.S. Food and Drug Administration (FDA--a U.S.
government agency which regulates food and drug products), the Federal Trade
Commission ("FTC"), the Consumer Product Safety Commission, the United States
Department of Agriculture, the United States Postal Service, the United States
Environmental Protection Agency and the Occupational Safety and Health
Administration. These activities are also regulated by various agencies of the
states and localities, as well as of foreign countries, in which the Company's
products are sold. In particular, the FDA regulates the safety, labeling and
distribution of dietary supplements, including vitamins, minerals, herbs, food,
non-prescription (OTC) and prescription drugs and cosmetics. The regulations
that are promulgated by the FDA relating to the manufacturing process are known
as CGMPs ("Current Good Manufacturing Practices"), and are different for drug
and food products. In addition, the FTC has overlapping jurisdiction with the
FDA to regulate the labeling, promotion and advertising of vitamins, OTC drugs,
cosmetics and foods.
The Dietary Supplement Health and Education Act of 1994 ("DSHEA") was
enacted on October 25, 1994. This Act amends the Federal Food, Drug and Cosmetic
Act by defining dietary supplements, which include vitamins, minerals,
nutritional supplements and herbs, as a new
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category of food separate from conventional food. This Act provides a regulatory
framework to ensure safe, quality dietary supplements and the dissemination of
accurate information about such products. Under this Act, the FDA is generally
prohibited from regulating the active ingredients in dietary supplements as
drugs unless product claims, such as claims that a product may heal, mitigate,
cure or prevent an illness, disease or malady, trigger drug status.
The Dietary Health and Supplement Act provides for specific
nutritional labeling requirements for dietary supplements and FDA's final
regulations require that all dietary supplements must be labeled in compliance
with the regulations by no later than March 23, 1999. The Dietary Health and
Supplement Act permits substantiated, truthful and non-misleading statements of
nutritional support to be made in labeling, such as statements describing
general well-being resulting from consumption of a dietary ingredient or the
role of a nutrient or dietary ingredient in affecting or maintaining a structure
or function of the body. On April 29, 1998, FDA issued a Proposed Rule,
"Regulations on Statements Made For Dietary Supplements Concerning the Effect of
the Product on the Structure or Function of the Body." The Proposed Rule, when
finalized, will establish criteria for determining when a statement is a claim
to diagnose, cure, mitigate, treat or prevent disease thereby making the product
an unapproved new drug. We anticipate that the FDA will finalize this Proposed
Rule, as well as manufacturing rules which are specific to dietary supplements.
Final labeling regulations may require expanded or different labeling
for the vitamin and nutritional supplement products sold by Hand Brand. Final
manufacturing rules for dietary supplements will require at least some of the
quality control provisions contained in the manufacturing rules for drugs. We
cannot determine what effect such regulations, when fully implemented, will have
on our business in the future. We believe that the most likely effects of any
such regulations would be: the recall, reformulation or discontinuance of
certain products, additional record keeping, warnings, notification procedures
and expanded documentation of the properties and manufacturing processes of
certain products and scientific substantiation regarding ingredients, product
claims, safety or efficacy. Failure to comply with applicable FDA requirements
can result in sanctions being imposed on the Company or the manufacturers of its
products, including, warning letters, fines, product recalls and seizures.
On November 18, 1998, the FTC issued its "Dietary Supplements: An
Advertising Guide for Industry." Such guide provides an application of FTC law
to dietary supplement advertising and includes examples of how principles of
advertisement interpretation and substantiation apply in the context of dietary
supplement advertising. Such Guide provides additional explanation but does not
substantively change the FTC's existing policy that all supplement marketers
have an obligation to ensure that claims are presented truthfully and to verify
the adequacy of the support behind such claims. The Company believes that its
current advertising is in compliance with the requirements of such Guide,
although no assurances can be given in this regard.
We are subject to Federal, state and local laws and regulations
governing the operation of businesses, such as zoning, payment of minimum wages,
hours of employment and business licensing, truth in advertising and the
operation of direct sales programs. We believe we are in compliance with all
regulations governing our business and such regulations do not materially impact
our operations.
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In addition, we cannot predict whether new legislation regulating our
activities will be enacted. Such new legislation could have a material adverse
effect on Hand Brand.
Product Liability Insurance
Hand Brand, like other distributors and retailers of products that are
ingested, faces an inherent risk of exposure to product liability claims if,
among other things, the use of its products results in injury. Because we do not
manufacture our ingestable products, we do not currently have product liability
insurance for these products. However, we require that each of our suppliers
certify that it carries adequate product liability insurance and in the event of
any claims would seek indemnification from the manufacturer.
Employees
As of November 30, 1999, we employed 5 persons on a full-time basis
and 6 persons on a part-time basis. None of our employees are represented by a
collective bargaining unit.
Item 2. Management's Discussion and Analysis or Plan of Operations.
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto that appear elsewhere herein.
We generate revenues from two sources: Subscription revenue
from the publication Family Health News comprises 1.4% of our revenue and the
sale of products comprise 98.6% of our revenue. All products other than our
water filter line are purchased from other manufacturers. We seek distributor
pricing from our vendors that is typically 42% of the manufacturers suggested
retail price. This enables us to have sufficient margin after selling costs
still make a profit.
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage
of total revenues for the periods indicated.
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<TABLE>
<CAPTION>
Fiscal Year Nine Months
1997 1998 9/30/98 9/30/99
<S> <C> <C> <C> <C>
Revenues:
Total Revenues 100% 100% 100% 100%
Cost of Goods Sold 43.3 41.8 43.2 46.5
Gross Profit 56.7 58.2 56.8 53.5
Selling, General and 59.2 77.8 77.9 79.0
Administrative
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Sales for the nine months ended September 30, 1999 were $221,812 a
9.5% decrease over sales for the nine months ended September 30, 1998. Decrease
was due to a reduced level of sales activity. This decrease was anticipated as
during this period Hand Brand was focusing more on the pre-launch development of
our direct selling program at the expense of sales and marketing. This trend is
expected to reverse as Hand Brand moves out of the development stage of our
direct sales organization and into the implementation stage of its business plan
in the balance of 1999.
Cost of goods sold as a percentage of sales was 46.5% for the nine
months ended September 30, 1999 as compared to 43.2% for the nine months ended
September 30, 1998 reflecting a slight increase in sales of our lower margin
products.
Selling, general and administrative expenses increased to $175,239 for
the nine months ended September 30, 1999. However this was 79.8% of sales
compared to 77.9% of sales for the nine months ended September 30, 1998. This
increase was due primarily to legal and professional fees.
FISCAL 1998 COMPARED TO FISCAL 1997
Sales for the year ended December 31, 1998 were $311,147 a 17%
decrease from sales for the year ended December 31, 1997. Decrease was due to
poor results from infomercials run by Hand Brand and this sales channel has been
discontinued. Cost of goods sold as a percentage of sales was 41.8% for the year
ended December 31, 1998 as compared to 43.3% for the year ended December 31,
1997 reflecting our success in adjusting our product mix to products with higher
margins.
Selling, general and administrative expenses increased to $298,984 for
the year ended December 31, 1998. However this was 77.8% of sales compared 59.2%
of sales for the year ended December 31, 1997. This increase was due primarily
to legal fees relating to a litigation (which was dismissed in March 1999) and
accounting fees for auditing the financial statements.
The nutritional supplement industry is considered to be in a
maturation phase. After a decade of rapid expansion growth is leveling off. This
phase of an industry's life cycle is marked by acquisitions and consolidation.
It is also typical for an industry at this stage to experience fewer entrants
into the marketplace, less R&D as companies seek to milk what cash cows they
have created and a downward pressure on prices as competitors seek a larger
market share to replace waning industry growth. Lower prices translate into
narrower margins and attrition for companies who are not well capitalized or
have excessive overhead. For Hand Brand this means stiff price competition
because large chains have tremendous buying power. It also means fewer potential
wholesale customers as independent operators get acquired by the chains.
The current industry trend toward consolidation and joint venture is
likely to put Hand Brand in a position to, as a public company, make
acquisitions. There are numerous entities that have built infrastructure,
products and customer bases where the principals are looking for an exit
strategy. There are also an extensive number of larger companies that may be
interested in joint venturing their products into a direct selling organization
in order to increase revenues in an industry where overall growth is slowing. A
large threat to the future plans of the company is housed in the large multi
national chains (i,e. Walgreens, Eckerds) that have tremendous marketing budgets
and are able to promote look alike supplements that are inferior in quality and
can be sold for a fraction of the price. It is a constant challenge to keep the
public informed on the importance of quality supplements and maintain the
conviction that quality is worth paying for.
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LIQUIDITY AND CAPITAL RESOURCES
Hand Brand had a cash balance of $175,261 as of September 30, 1999.
These funds were provided by sale of common stock pursuant to exercise of
outstanding stock purchase warrants. We are currently operating at a cash flow
deficit on an operating basis and are addressing this matter in several ways:
(a) we are carefully monitoring expenditures to bring them in line with
anticipated revenues; (b) we are concentrating our sales efforts on those
products which allow us a higher profit margin; and (c) we are considering
various capital raising alternatives, which may include sale of equity, debt or
bank financing. However, there can be no assurance that any financing will be
available. We believe we have adequate working capital for at least the next
twelve months. To date there have been several material expenditures associated
with becoming a public company in good standing as well as in the construction
of the platform that enabled Hand Brand to implement a direct selling program
with a robust product line. These expenses are substantially complete and
management expects Selling & Administrative expense as a percentage of sales to
be substantially reduced in the upcoming quarters. This coupled with anticipated
increase in sales from the direct selling program should provide substantial
liquidity to augment the existing funds. In the opinion of management these
factors should provide the liquidity for future operations. In the event that
our efforts at bringing our expenditures in line with our references are not
successful or we are unable to obtain additional financing for operations, we
may be forced to curtail our operations.
REVISION OF NOTE PAYABLE TO THE ROCKLAND COMPANY
In August 1999 we renegotiated the $448,000 note payable to The
Rockland Corporation that was issued for the acquisition of the assets of
Lifetime. The terms of restructure include a transfer of inventory in the amount
of $124,814, a note payable of $250,000 payable over a ten-year period, and
$10,000 cash due upon settlement. The inventory was valued at our carrying cost
plus 20%.
As a result, we recognized an extraordinary gain of $63,185 on the
restructuring, and an ordinary gain of $54,147 on the inventory transfer.
"Y2K" ISSUE:
The "Y2K" issue arises because certain computer systems were
originally designed to handle a two digit year would have difficulty dealing
with dates after December 31, 1999. Hand Brand has reviewed its personal
computers and software and have determined that its systems are Y2K compliant.
We have also discussed this issue with our suppliers and Internet site host and
have been assured that there would be no major interruptions due to the Y2K
Issue. Since most of our customers purchase by mail order, 800 number and
Internet, we do not anticipate any major sales disruption based upon the
reported readiness of the US Postal service and major telecommunication
providers for Y2K problems.
Item 3. Description of Property.
All of the operations of Hand Brand are conducted from premises
leased from independent landlords. The following table sets forth information
concerning these facilities:
<TABLE>
<CAPTION>
Location Tenant Approx. Size Lease Expiration Monthly Rent
--------------- ------------ ---------------- ------------
<S> <C> <C> <C>
9845 N.E. 2nd Avenue 1,200 Sq. Ft. Month-to-Month $ 745.50
Miami Shores, FL 33138
13341 N.E. 17th Avenue 6,500 Sq. Ft. August 2001 $1,647.50
N. Miami, FL 33161
</TABLE>
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of November 30, 1999, the beneficial
ownership of our 2,524,100 outstanding shares of Common Stock by (1) the only
persons who own of record or are known to own, beneficially, more than 5% of
our Common Stock; (2) each director and executive officer of the Company; and
(3) all directors and officers as a group.
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INDIVIDUALS OWNING MORE THAN 5%
<TABLE>
<CAPTION>
Number of
Name Shares Percent
---- --------- -------
<S> <C> <C>
Ellen & Timothy McLaughlin 260,000 9.9%
Equitable Management Services 200,000 7.6%
(Edward J. McCabe beneficial owner)
</TABLE>
MANAGEMENT AND DIRECTORS
<TABLE>
<CAPTION>
Number of
Name Shares Percent
---- --------- -------
<S> <C> <C>
John M. Taggart 856,000 32.6%
David M. Taggart 53,000 2%
Preston T. Johnson 50,000 1.9%
All directors and officers 959,000 36.5%
as a group (3 persons)
</TABLE>
None of the above individuals has the right to acquire beneficial
ownership of additional stock nor are any of the above individuals owners or
entitled to become owners of any stock warrants. Address of such shareholders
is as follows:
John M. Taggart
10418 NE 2nd Ave
Miami Shores, FL 33138
Ellen & Timothy McLaughlin
108 Adams St
Novato, CA 94947
Equitable Management Services
Edward J. McCabe
RD #1 Box 22-A
Morrisville, NY 13408
David M. Taggart
6293 SW 32nd St
Miami, FL 33155
Preston T. Johnson
7502 Woodhaven Ct
Glen Burnie, MD 21060
Item 5. Directors, Executive Officers, Promoters and Corporate Persons.
The directors and executive officers of Hand Brand at:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
John M. Taggart 39 President, Chairman of the Board
David M. Taggart 44 Director
Preston T. Johnson 62 Director
</TABLE>
John Taggart has been President and Chairman since our incorporation. He is the
brother of David Taggart, a director.
David Taggart has been a director since inception. He has been employed as a
tax accountant by Bacardi-Martini USA, Inc. since 1975. He is the brother of
John Taggart.
Preston T. Johnson has been retired since 1984. He is one of the co-founders of
Hand Brand and has been a board member since the company's inception in November
of 1995.
Promoters: Hand Brand was founded in November 1995 by John Taggart, Preston
Johnson and Derek Hopton who are considered promoters of the Company. See
"Certain Relationships and Related Transactions."
Item 6. Executive Compensation.
Summary Compensation Table
The following table sets forth the total compensation paid to the
Company's chief executive officer for the last three completed fiscal years. No
executive officer of the Company received compensation of $100,000 or more
during any such year.
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<TABLE>
<CAPTION>
Other Annual
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
John Taggart, President 1998 $28,600 -0- -0-
1997 $25,700 -0- -0-
1996 $23,850 -0- -0-
</TABLE>
We do not currently have any long term compensation plans, pension
plans or stock based compensation plans.
DIRECTOR COMPENSATION No fees are paid for director services.
Item 7. Certain Relationships and Related Transactions.
Hand Brand was founded by John Taggart, David Taggart, Preston Johnson
and Derek Hopton in November 1995. Each of the founders received 50,000 shares
of common stock in connection with the organization of Hand Brand. In October
1996, Hand Brand acquired all the shares of The Family News, Inc. for 1,200,000
shares of common stock, of which John Taggart received 800,000 of such shares
and no other original founder of Hand Brand was an owner of The Family News,
Inc. shares. Taggart acquired his Family Health News shares in 1990. The board
of directors of Hand Brand, which consisted of John Taggart, David Taggart and
Preston Johnson, made a determination of the number of shares to issue for The
Family News, Inc. based on the relative operations of each company at the time.
Item 8. Description of Securities.
Common Stock
Hand Brand is authorized to issue 12,500,000 shares of Common Stock,
$.002 par value. The holders of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors then up for election. The holders of
Common Stock are entitled to receive dividends when, as and if declared by the
Board of Directors out of funds legally available therefor. In the event of
liquidation, dissolution or winding up of Hand Brand, the holders of Common
Stock are entitled to share ratably in all assets remaining which are available
for distribution to them after payment of liabilities. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are fully paid and nonassessable.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and other Shareholder Matters.
Hand Brand Common Stock trades on the over-the-counter under the
symbol: HBDB. The following sets forth the range of high and low bid quotations
for the periods indicated as reported by National Quotation Bureau, Inc. Such
quotations reflect prices between dealers, without retail mark-up, markdown or
commission, and may not represent actual transactions and have not been adjusted
for stock splits.
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<TABLE>
<CAPTION>
Quarter Ended High bid Low bid
- ------------- -------- -------
<S> <C> <C>
March 31, 1997 $5.00 $5.00
June 30, 1997 5.00 1.875
September 30, 1997 1.50 2.65
December 31, 1997 2.75 1.625
March 31, 1998 1.75 1.25
June 30, 1998 3.375 1.125
September 30, 1998 4.75 3.50
December 31, 1998 6.125 4.00
March 31, 1999 6.50 5.25
June 30, 1999 6.87 5.25
September 30, 1999 7.37 4.50
</TABLE>
There are no restrictions on the payment of dividends. We have paid no
dividends to date and none are anticipated. As of November 30, 1999 there were
approximately 140 holders of record of Hand Brand common stock.
Item 2. Legal Proceedings.
None.
Item 3. Changes In and Disagreements With Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
The following provides information concerning all sales of securities
within the last three years which were not registered under the Securities Act
of 1993.
In October 1996 Hand Brand issued 1,200,000 shares of its common stock
to four persons, John Taggart, Ellen McLaughlin, Timothy McLaughlin and
Equitable Management Services, in connection with its acquisition of The Family
News, Inc. Such shares were issued without registration pursuant to the
exemption available under Section 4 (2) of the Securities Act of 1933. In
connection with such transaction, the sellers received full access to
information concerning Hand Brand, and an opportunity to meet with the officers
of Hand Brand. Sellers agreed not to dispose of the Hand Brand Shares in
violation of the Securities Act of 1933 or any state securities law and the
share certificate contained a legend referring to such restriction on transfer
and a stop transfer order was lodged against such shares.
In a private placement in the second quarter of 1996 Hand Brand issued
common stock purchase warrants to purchase 950,000 shares of the common stock.
824,100 shares were issued to 16 persons upon exercise of such warrants. None
of the warrants were held by employees or affiliates of Hand Brand. At the time
of such sales, Hand Brand was an operating company, and the aggregate offering
price did not exceed $1,000,000 less the aggregate offering price for all
securities sold within 12 months before the start of and during the offering of
securities under Rule 504, in reliance on any exemption under Section 3 (G) or
in violation of Section 5 (a) of the Securities Act of 1933.
Item 5. Indemnification of Directors and Officers.
The Florida Business Corporation Act provides that a person who is
successful on the merits or otherwise in defense of an action because of service
as an officer or director or a corporation, such person is entitled to
indemnification of expenses actually and reasonably incurred in such defense.
F.S. 607.0850 (3).
Such Act also provides that the corporation may indemnify an officer or
director and advance expenses, if such person acted in good faith and in a
manner the person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to a criminal action, had no
reasonable cause to believe his conduct was unlawful. F.S. 607.0850(1)(2).
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A court may order indemnification of an officer or director if it
determines that such person is fairly and reasonably entitled to such
indemnification in view of all the relevant circumstances.
F.S. 607.0850(9).
PART F/S
The following financial statements are included herein:
Audited Financial Statements:
Independent Auditors' Report
Balance Sheets as at
December 31, 1998 and 1997
Statements of Income,
years ended December 31, 1998 and 1997
Statement of Changes in Stockholders'
Equity, years ended December 31, 1998 and 1997
Statements of Cash Flows, years ended December 31, 1998 and 1997
Notes to Financial Statements.
Unaudited Financial Statements:
Balance Sheet as at
September 30, 1999
Statements of Income, Nine months
ended September 30, 1999 and 1998
Statement of Changes in Stockholders'
Equity, Nine months ended September 30, 1999
Statements of Cash Flows, Nine months ended
September 30, 1999 and 1998
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Notes to Financial Statements.
PART III
Item 1. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2(a) Articles of Incorporation of the Registrant*
2(b) Articles of Amendment to Articles of
Incorporation*
2(c) By-Laws of the Registrant*
27 Financial Data Schedule (for SEC use only)
</TABLE>
* filed with Amendment No. 2
-13-
<PAGE> 14
SIGNATURES
In accordance with Section 12 of the Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized this 3rd day of January, 2000.
HAND BRAND DISTRIBUTION, INC.
By: s/ John Taggart
-----------------------
John Taggart, President
-14-
<PAGE> 15
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
FISCAL YEARS ENDED DECEMBER 31, 1997 AND 1998
<S> <C>
Independent Auditors' Report 2
Balance Sheet 3
Statement of Income 4
Statement of Changes in Stockholders'
Equity 5
Statement of Cash Flows 6
Notes to Financial Statements 7
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
Balance Sheet 14
Statement of Income 15
Statement of Changes in Stockholders'
Equity 16
Statement of Cash Flows 17
Notes to Financial Statements 18
</TABLE>
<PAGE> 16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Hand Brand Distribution, Inc.
Miami, Florida
We have audited the accompanying balance sheet of Hand Brand Distribution, Inc.
as of December 31, 1997 and 1998, and the related statements of income, equity,
and cash flows for the years 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 the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hand Brand Distribution, Inc.
as of December 31, 1997 and 1998, and the results of its operations, and cash
flows for the years then ended, in conformity with generally accepted accounting
procedures.
/s/ Sewell and Company, PA
SEWELL AND COMPANY, PA
Hollywood, Florida
June 15, 1999
-2-
<PAGE> 17
HAND BRAND DISTRIBUTION, INC.
BALANCE SHEETS
FISCAL YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
--------- ----------
<S> <C> <C>
Current assets
Cash $ 7,610 $ 2,649
Accounts receivables 18,002 9,973
Inventory 279,712 253,643
Other current assets 5,000 5,600
--------- ---------
Total current assets 310,324 271,865
Fixed assets 173,651 190,764
Less: Accumulated depreciation (18,762) (38,412)
--------- ---------
154,889 152,352
Other assets
Deposits 2,025 2,025
Goodwill and trademarks, net of accumulated
amortization $ 29,481 $ 15,678 191,361 177,558
Deferred tax asset 6,711 6,711
Other assets 1,960 1,960
--------- ---------
202,057 188,254
--------- ---------
$ 667,270 $ 612,471
========= =========
Current liabilities
Accounts payable $ 25,199 $ 13,749
Taxes payable 1,662 379
--------- ---------
Total current liabilities 26,861 14,128
Long term liabilities
Notes payable 424,000 448,000
Shareholders' equity
Common stock $.002 par value, authorized
12,500,000 shares; issued and outstanding:
1,773,100 and 1,815,100 shares respectively 3,546 3,630
Additional paid in capital 325,954 367,870
Retained earnings (deficit) (113,091) (221,157)
--------- ---------
216,409 150,343
--------- ---------
$ 667,270 $ 612,471
========= =========
</TABLE>
See notes to financial statements.
-3-
<PAGE> 18
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF INCOME
FISCAL YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Income
Sales net of returns $ 374,915 $ 311,147
Less cost of goods sold 157,044 134,776
--------- ---------
Gross profit 217,871 176,371
Expenses
General and administrative expenses 222,053 242,234
Printing and publications 26,385 8,750
Depreciation and amortization 31,168 33,453
--------- ---------
279,606 284,437
--------- ---------
Net loss $ (61,735) $(108,066)
========= =========
Loss per common share $ (0.03) $ (0.12)
========= =========
</TABLE>
See notes to financial statements.
-4-
<PAGE> 19
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
COMMON STOCK PAID IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1996 3,400,000 $ 3,400 $ 253,000 $ (51,356) $ 205,044
1 x 2 reverse stock split (1,700,000) --
Warrants exercised 73,100 146 72,954 73,100
Net loss from operations (61,735) (61,735)
-----------------------------------------------------------------------------
Balance December 31, 1997 1,773,100 3,546 325,954 (113,091) 216,409
Warrant exercised 42,000 84 41,916 42,000
Net Loss from Operations (108,066) (108,066)
-----------------------------------------------------------------------------
Balance December 31, 1998 1,815,100 $ 3,630 $ 367,870 $ (221,157) $ 150,343
=============================================================================
</TABLE>
See notes to financial statements.
-5-
<PAGE> 20
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (61,735) $(108,066)
--------- ---------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 31,168 33,453
(Increase) decrease in accounts receivable (15,079) 8,029
(Increase) decrease in prepaid expenses
(Increase) decrease in inventories (251,712) 26,069
(Increase) decrease in other assets (97,531) (600)
Increase (decrease) in accounts payable 18,371 (12,733)
Increase (decrease) in accrued liabilities 1,662
--------- ---------
Total adjustments (313,121) 54,218
--------- ---------
Net cash used by operating activities (374,856) (53,848)
--------- ---------
Cash flows from investing activities:
Cash payments for the purchase of property (118,079) (17,113)
--------- ---------
Net cash used by investing activities (118,079) (17,113)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 146
Adjustment to additional paid in capital
Proceeds from issuance of long-term debt 424,000 24,000
Proceeds from issuance of stock warrants 72,954 42,000
--------- ---------
Net cash provided by financing activities 497,100 66,000
--------- ---------
Net increase in cash and cash equivalents 4,165 (4,961)
Cash and cash equivalents, beginning of year 3,445 7,610
--------- ---------
Cash and cash equivalents, end of year $ 7,610 $ 2,649
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest expense $ 24,000 $ 24,000
========= =========
</TABLE>
Acquisition Note
In connection with the acquisition of The Family News, Inc., the company
acquired assets with a fair value of $ 216,000.
Shareholders' equity note
During the second quarter, the company issued 600,000 shares of its common stock
pursuant to a private placement offering. The proceeds from the offering were $
40,000, net of offering cost of $ 10,000.
See notes to financial statements.
-6-
<PAGE> 21
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Hand Brand Distribution, Inc. ("the Company") was incorporated in
November 1995, under the laws of the State of Florida for the purpose
of developing and marketing nutritional supplements, cleaning and
hygiene products. It also publishes a news catalog to market its
products.
BASIS OF ACCOUNTING
The Company presents its financial statements on the accrual basis of
accounting in compliance with generally accepted accounting principles.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, which requires a liability
approach to calculating deferred income taxes.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of the accompanying financial statements in conformity
with generally accepted accounting principles requires management to
make certain estimates and assumptions that directly affect the results
of reported assets and liabilities and disclosure of contingent assets
and liabilities as of the balance sheet date, and the reported amounts
of revenues and expenses for the period presented. Actual results could
differ from these estimates.
CASH AND CASH EQUIVALENTS
The Company considers all cash and cash equivalents highly liquid
investments with an original maturity of three months or less to be
cash equivalents.
INVENTORY
The inventory of the Company is recorded at average cost and includes
nutritional supplements, cleaning and hygiene products and raw
materials from the acquisition of The Rockland Corporation, doing
business as Lifetime Water.
-7-
<PAGE> 22
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
REVENUE RECOGNITION
The Company's products are manufactured to specific customer orders,
and revenues are recognized when the products are shipped. Revenue is
reduced for estimated returns and allowances.
The Company publishes a catalog of its products for mail order
marketing, which also includes articles on the health benefits of its
products. Subscriptions are for two year periods, and revenue is
recognized when the subscription order is received. Unearned
subscription revenue is amortized using the straight-line method over
the term of the subscription. The amount of subscription revenue was
not material in any year.
ACCOUNTS RECEIVABLE
The Company considers accounts receivable to be fully collectible.
Accordingly, no allowance for doubtful accounts is required. If amounts
become uncollectible, they will be charged to operations when that
determination is made.
PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation is computed by
using the straight-line method based over the assets estimated useful
lives as follows:
Furniture & Fixtures 5 - 10 years
AMORTIZATION
Amortization of trademarks and goodwill is determined utilizing the
straight-line method based generally on the estimated useful lives of
the intangibles as follows:
Trademarks 15 years
Goodwill 15 years
CREDIT RISK
Financial instruments that potentially subject the Company to credit
risk include cash on deposit with one financial institution amounting
to $7,610 and $2,649 at December 31, 1997 and 1998, respectively. These
amounts were insured for up to $100,000 by the U.S. Federal Deposit
Insurance Corporation (FDIC).
ADVERTISING
Advertising costs are charged to operations when incurred. Advertising
costs amounted to $789 and $2,257 for the years ended December 31, 1997
and 1998, respectively.
-8-
<PAGE> 23
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 2 COMMON STOCK
On December 31, 1996, the Company had 25,000,000 shares of common stock
authorized, and 3,400,000 shares of common stock, issued and
outstanding. During January 1997, the Company effected a one for two
reverse stock split for all outstanding shares, which brought a total
of 12,500,000 authorized shares of common stock, and 1,700,000 shares
issued and outstanding at a par value of $.002.
During 1997, a total of 73,100 warrants were exercised at a price of
$1.00 per share.
During 1998, a total of 42,000 warrants were exercised at a price of
$1.00 per share; and 124,000 warrants were canceled.
The total shares of common stock were as follows:
12/31/97 12/31/98
-------- --------
Issued & outstanding
(par value $.002) 1,773,100 1,815,100
The warrants not exercised at December 31, 1998 were extended for a
one-year period and maintain the stated terms of conversion. This
action was adopted by the board of directors to provide the Company
access to capital. No warrants were issued to employees.
The total amount of warrants outstanding were 876,900 and 710,500 at
December 31, 1997 and 1998, respectively. There are no employee owned
warrants at December 31, 1998.
NOTE 3 INCOME TAXES
The Company reduced taxable income in 1997 by applying federal net
operating losses to pre-tax income, reducing the taxable income by
$63,316. These losses were carried forward from prior years.
The Company has a remaining federal net operating loss carryforward of
$117,908 and $221,157, for the years ended December 31, 1997 and 1998,
of which $60,316 expires in 2011, and $57,590 expires in 2017, and
$108,066 expires in 2018.
-9-
<PAGE> 24
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 3 INCOME TAXES (CONTINUED)
In addition, the purchase of The Family News, Inc. entitles the Company
to additional NOL's of approximately $45,000, which expire in 2008,
2009, and 2011. The respective deferred tax asset of $6,711 is
reflected in the balance sheet.
NOTE 4 INVENTORIES
Inventories consisted of the following:
12/31/97 12/31/98
-------- --------
Finished goods $187,245 $157,665
Raw materials 92,467 90,407
Labels and jars 0 5,571
-------- --------
$279,712 $253,643
======== ========
NOTE 5 FIXED ASSETS
Furniture and fixtures were acquired with the purchase of The Family
News, Inc.
Equipment was purchased from The Rockland Corporation, doing business
as Lifetime Water.
Fixed assets consisted of the following:
12/31/97 12/31/98
-------- --------
Furniture & fixtures $ 55,572 $ 55,974
Computers and software 0 16,711
Equipment 118,079 118,079
-------- --------
173,651 190,764
Less accumulated
depreciation (18,762) (38,412)
-------- --------
Total $154,889 $152,352
======== ========
Depreciation expense for the years ended December 31, 1997 and 1998 were $17,365
and $19,650, respectively.
-10-
<PAGE> 25
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 6 INTANGIBLE ASSETS
At December 31, 1997 and 1998, intangible assets are summarized by
major classification as follows:
TFN Lifetime Total
--------- -------- --------
Trademark $ 12,500 $ 95,131 $107,631
Goodwill 99,408 0 99,408
--------- -------- --------
111,908 95,131 207,039
Less:
Accumulated
amortization (9,336) (6,342) (15,678)
--------- -------- --------
Total 12/31/97 $ 102,572 $ 88,789 $191,361
========= ======== ========
Less:
Accumulated
amortization (7,461) (6,342) (13,803)
--------- -------- --------
Total 12/31/98 $ 95,111 $ 82,447 $177,558
========= ======== ========
The goodwill represents the excess of the cost over the fair value of
net assets of the acquired business, The Family News, Inc.
Amortization expense for the years ended December 31, 1997 and 1998 was
$13,803 for each year.
NOTE 7 ACQUISITION
During January 1997, the Company acquired the assets of The Rockland
Corporation for a purchase price of $400,000. The acquisition was
accounted for as a purchase and was included with combined operations
from that date through December 31, 1997. The purchase was financed
with $400,000 installment promissory note plus 6% interest on the
entire outstanding balance.
The total purchase price of $400,000 was allocated as follows:
Raw materials $ 92,467
Equipment 118,079
Other intangible assets 95,131
Inventory 94,323
--------
Total $400,000
========
-11-
<PAGE> 26
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 8 PROMISSORY NOTE PAYABLE
The Company has a non-negotiable promissory note payable in the amount
of $400,000. The note is jointly and severally guaranteed to The
Rockland Corporation by the Company and John M. Taggart.
Interest is 6% on the entire outstanding balance and a 2.5% fee will be
added to each installment if more than 7 days past due. The late fee
shall be 5% if more than 30 days past due.
Payments are in the amount of $44,443 to be made in nine equal
installments plus interest on the entire outstanding balance beginning
on January 1, 1998. The first payment due on January 1, 1998, has been
extended for a twelve month period, with no fees or penalties.
According to management, the Company will renegotiate the loan and has
agreed to partial payments from inventory.
Accrued interest of $24,000 as of December 31, 1997 and 1998 has been
recorded.
NOTE 9 COMMITMENTS
On July 10, 1998, the Company entered into a lease agreement with Bert
Manno for warehouse space in North Miami, Florida. Monthly payments are
$1,500 plus tax for a period of two years, ending January 30, 2000.
Since 1992, the Company has maintained a lease agreement with Shapar
Realty Company for its main facility, renewable annually. Monthly
rental payments are $700 plus tax.
Total rental expense for the year ended December 31, 1998 was $31,373.
In the normal course of business, the Company was involved in a
lawsuit. In the opinion of management, the outcome had no adverse
effect on the financial statements.
-12-
<PAGE> 27
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
NOTE 10 LEGAL CONTINGENCIES
In the normal course of business, Hand Brand was involved in a civil
action lawsuit. The case was dismissed on March 2, 1999.
-13-
<PAGE> 28
HAND BRAND DISTRIBUTION, INC.
BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS
Current assets
Cash $ 175,261
Accounts receivables 15,362
Inventory 250,844
Other current assets 5,600
---------
Total current assets $ 447,067
Fixed assets 194,225
Less: Accumulated depreciation (53,696)
---------
140,529
Other assets
Deposits 2,025
Goodwill and trademarks, net of accumulated
amortization of $39,804 167,235
Deferred tax asset 6,711
Other assets 1,960
---------
177,931
---------
$ 765,527
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,467
Taxes payable 155
Notes payable 19,194
---------
Total current liabilities $ 22,816
Long term liabilities
Notes payable, less current maturities of $19,194 215,803
Shareholders' equity
Common stock 12,500,000 shares; authorized,
2,524,100 issued and outstanding, $.002 par value 5,048
Additional paid in capital 738,202
Retained deficit (216,342)
---------
526,908
---------
$ 765,527
=========
-14-
<PAGE> 29
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
1998 1999
------------------ ------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Income
Sales net of returns $ 231,905 $ 221,812
Less cost of goods sold (100,345) (103,343)
--------- ---------
Gross profit $ 131,560 $ 118,469
--------- ---------
Expenses
General and administrative expenses 180,740 218,433
Gain on transfer of assets -- (69,248)
Printing and publications 13,374 2,047
Depreciation and amortization 25,137 24,007
--------- ---------
Total expenses 176,840
--------- ---------
Loss from continuing operations 105,690 58,371
Extraordinary gain on debt restructure -- 63,185
--------- ---------
Net income (loss) $(105,690) $ 4,815
========= =========
Earnings per share
- ------------------
Income (loss) per share
from continuing operations (0.04) (0.027)
Extraordinary items -- (0.029)
Net income per share (0.04) 0.002
</TABLE>
See notes to financial statements.
-15-
<PAGE> 30
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTH ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK PAID IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1998 1,815,100 3,630 367,870 (221,157) 150,343
Issuance of common stock
($.002 per share) 709,000 1,418 370,332 371,750
Net income September 30, 1999 4,815 4,815
-----------------------------------------------------------------------------
Balance September 30, 1999 2,524,100 $ 5,048 $ 738,202 $ (216,342) $ 526,908
=============================================================================
</TABLE>
See notes to financial statements.
-16-
<PAGE> 31
HAND BRAND DISTRIBUTION, INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(105,690) $ 4,815
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 25,137 25,607
(Increase) decrease in accounts receivable 4,896 (5,389)
(Increase) decrease in inventories 8,505 2,799
Increase (decrease) in accounts payable 31,747 (10,282)
Increase (decrease) in accrued liabilities -- (224)
Gain on transfer of assets (54,146)
Gain on debt restructure (63,186)
--------- ---------
Total adjustments (70,258) (104,821)
--------- ---------
Net cash provided (used) by operating activities 35,405 (100,006)
--------- ---------
Cash flow from investing activities:
Cash payments for the purchase of property -- (3,461)
--------- ---------
Net cash provided (used) by investing activities -- (3,461)
Cash flow from financing activities:
Proceeds from issuance of common stock 14,500 371,750
--------- ---------
Principal payments on long-term debt 18,000 (95,671)
--------- ---------
Net cash provided (used) by financing activities 32,500 276,079
--------- ---------
Net increase (decrease) in cash and cash equivalents 67,905 172,612
Cash and cash equivalents, beginning of year 7,610 2,649
--------- ---------
Cash and cash equivalents, end of quarter $ 67,905 $ 175,261
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest expense $ 18,000 $ 14,024
--------- ---------
</TABLE>
For the nine months ended September 30, 1999 the company issued 709,000 shares
of common stock in exchange of 371,750 warrants exercised. The proceeds from
the warrants exercised were $ 371,750
See notes to financial statements.
-17-
<PAGE> 32
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Hand Brand Distribution, Inc. ("the Company") was incorporated
in November 1995, under the laws of the State of Florida for
the purpose of developing and marketing nutritional
supplements, cleaning and hygiene products. It also publishes
a news catalog to market its products.
BASIS OF ACCOUNTING
The Company presents its financial statements on the accrual
basis of accounting in compliance with generally accepted
accounting principles.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which
requires a liability approach to calculating deferred income
taxes.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of the accompanying financial statements in
conformity with generally accepted accounting principles
requires management to make certain estimates and assumptions
that directly affect the results of reported assets and
liabilities and disclosure of contingent assets and
liabilities as of the balance sheet date, and the reported
amounts of revenues and expenses for the period presented.
Actual results could differ from these estimates.
CASH AND CASH EQUIVALENTS
The Company considers all cash and cash equivalents highly
liquid investments with an original maturity of three months
or less to be cash equivalents.
INVENTORY
The inventory of the Company is recorded at average cost and
includes nutritional supplements, cleaning and hygiene
products and raw materials from the acquisition of The
Rockland Corporation, doing business as Lifetime Water.
REVENUE RECOGNITION
The Company's products are manufactured to specific customer
orders, and revenues are recognized when the products are
shipped. Revenue is reduced for estimated customer returns and
allowance.
- 18 -
<PAGE> 33
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
REVENUE RECOGNITION
The Company publishes a catalog of its products for mail order
marketing, which also includes articles on the health benefits
of its products. Subscriptions are for two-year periods, and
revenue is recognized when the subscription order is received.
Unearned subscription revenue is amortized using the
straight-line method over the term of the subscription. The
amount of the subscription revenue was not material in any
year.
ACCOUNTS RECEIVABLE
The Company considers accounts receivable to be fully
collectible. Accordingly, no allowance for doubtful accounts
is required. If amounts become uncollectible, they will be
charged to operations when that determination is made.
PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation is
computed by using the straight-line method based over the
assets estimated useful lives as follows:
Furniture & Fixtures 5 - 10 years
INTANGIBLE ASSETS
The Company continually evaluates the carrying value of
goodwill and other intangible assets to determine whether
there are any impairment losses. If indicators of impairment
are present in intangible assets used in operations, and
future cash flows are not expected to be sufficient to recover
the assets' carrying amount, an impairment loss would be
charged to expense in the period identified.
No reduction for impairment of intangible assets was necessary
at September 30, 1999.
AMORTIZATION
Amortization of trademarks and goodwill is determined
utilizing the straight-line method based generally on the
estimated useful lives of the intangibles as follows:
Trademarks 15 years
Goodwill 15 years
- 19 -
<PAGE> 34
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
CREDIT RISK
Financial instruments that potentially subject the Company to
credit risk include cash on deposit with two financial
institution amounting to $175,261 at September 30, 1999, which
was insured for up to $200,000 by the U.S. Federal Deposit
Insurance Corporation (FDIC).
ADVERTISING
Advertising costs are charged to operations when incurred.
Advertising costs during the nine months ended September 30,
1999 amounted to $17,935.
NOTE 2 COMMON STOCK AND PREFERRED STOCK
The Company authorized 12,500,000 shares of common stock, and
2,524,100 shares of common stock issued and outstanding.
On March 21, 1999, the board of directors amended the
provisions of its warrants to provide an additional share for
every warrant for a period of thirty days from the date of the
meeting. During that period, 337,250 warrants were exercised
at a price of $1.00 per 2 (two) shares.
At September 30, 1999, a total of 34,500 warrants were
exercised at a price of $1.00 per share.
At September 30, 1999, the total shares of common stock were
as follows:
Issued & outstanding December 31, 1998 1,815,100
Warrants exercised - 371,750 709,000
---------
Total (par value of $.002) September 30, 1999 2,524,100
=========
The warrants not exercised will expire December 31, 1999.
The total amount of warrants outstanding is 338,750 at
September 30, 1999.
- 20 -
<PAGE> 35
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 3 INVENTORIES
At September 30, 1999, inventories consisted of the following:
Finished goods $111,356
Raw materials 139,488
Labels and jars 0
--------
$250,844
========
NOTE 4 FIXED ASSETS
Fixed assets at September 30, 1999 consisted of the following:
Furniture & fixtures $ 57,837
Computers and software 16,711
Equipment 119,579
--------
194,127
Less accumulated depreciation (53,696)
--------
Total $140,431
========
Depreciation expense for the nine months ended September 30,
1999 was $15,284.
NOTE 5 INTANGIBLE ASSETS
At September 30, 1999, intangible assets are summarized by
major classification as follows:
<TABLE>
<CAPTION>
TFN LIFETIME TOTAL
--- -------- -----
<S> <C> <C> <C>
Trademark $ 12,500 $ 95,131 $107,631
Goodwill 99,408 0 99,408
-------- -------- --------
111,908 95,131 207,039
Less:
Accumulated amortization (22,376) (17,428) (39,804)
-------- -------- --------
Total $ 89,532 $ 77,703 $167,235
======== ======== ========
</TABLE>
- 21 -
<PAGE> 36
HAND BRAND DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 5 INTANGIBLE ASSETS (CONTINUED)
The goodwill represents the excess of the cost over the fair
value of net assets of the acquired business, The Family News,
Inc.
Amortization expense for the nine months ended September 30,
1999 was $10,324.
NOTE 6 LONG-TERM NOTE PAYABLE
7% note payable guaranteed jointly by the
Company and John M. Taggart; due in
monthly installments of $2,902.73, including
interest; beginning January 1st, 1999 for
10 years. $234,997
Less: current maturities (19,194)
--------
Total long-term note payable $215,803
========
Interest expense for the nine months ended September 30, 1999
was $14,024.
NOTE 7 DEBT RESTRUCTURING
On August 19, 1999, the Company renegotiated the $448,000 note
payable to The Rockland Corporation that was issued for the
acquisition of the assets of Lifetime. The terms of
restructure include a transfer of assets (inventory) in the
amount of $124,814, a new note payable in the amount of
$250,000, payable over a ten-year period, and $10,000 cash due
upon settlement. The fair market value of the inventory was
based on sales of comparable items to unrelated parties. The
Company recognized an extraordinary gain of $63,185 on the
restructuring, and an ordinary gain of $54,147 on the asset
transfer.
- 22 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 175,261
<SECURITIES> 0
<RECEIVABLES> 15,362
<ALLOWANCES> 0
<INVENTORY> 250,844
<CURRENT-ASSETS> 447,087
<PP&E> 194,225
<DEPRECIATION> 53,696
<TOTAL-ASSETS> 765,527
<CURRENT-LIABILITIES> 22,816
<BONDS> 215,803
0
0
<COMMON> 5,048
<OTHER-SE> 738,202
<TOTAL-LIABILITY-AND-EQUITY> 765,527
<SALES> 221,812
<TOTAL-REVENUES> 221,812
<CGS> 103,343
<TOTAL-COSTS> 176,840
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,024
<INCOME-PRETAX> (58,371)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 63,186
<CHANGES> 0
<NET-INCOME> 4,815
<EPS-BASIC> .002
<EPS-DILUTED> .002
</TABLE>
