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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended September 30, 1999
[_] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ___________ to ____________
Commission File Number: 1-11883
EMB CORPORATION
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(Name of small business issuer in its charter)
Hawaii 95-3811580
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3200 Bristol Street, 8/th/ Floor, Costa Mesa, California 92626
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(Address of principal executive offices)
Issuer's telephone number: (714) 437-0738
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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N/A N/A
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
Check whether the issuer (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)
has been subject to such filing requirements for the past 90 days. Yes X
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No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
The issuer's revenues for its most recent fiscal year: $5,688,131
The aggregate market value of voting stock held by non-affiliates
of the registrant as of March 31, 2000: Common stock, no par value:
$11,792,127
The number of shares of the registrant's common stock outstanding
as of March 31, 2000: 29,865,128
Documents incorporated by reference: Certain exhibits to the Forms 10-
KSB for the fiscal years ended September 30, 1996, September 30, 1997 and
September 30, 1998, and the Registration Statement on Form SB-2 (File No. 333-
21719) and amendments thereto of the registrant are incorporated herein by
reference.
Transitional Small Business Disclosure Format:
Yes No X
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PART I
Item 1. Description of Business.
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General. The Company, formerly called "Pacific International, Inc.", a
Hawaii corporation, was incorporated in 1960, and was originally organized to
acquire and manage developed and undeveloped real estate. However, the Company
had not conducted significant operations for a number of years until it agreed
to acquire substantially all of the assets and assume certain liabilities of
Sterling Alliance Group, Ltd. ("SAG") in December 1995. Subsequently, the
Company changed its name to EMB Corporation to reflect the change in the purpose
and nature of its business.
As of September 30, 1999 and continuing through March 31, 2000, the
principal business of the Company has been the origination and processing of
residential mortgages. Mortgages originated by the Company, through its wholly
owned subsidiary, American Residential Funding, Inc. ("AMRES") were primarily
brokered to various mortgage lenders. On January 12, 2000, the Company entered
into an agreement with e-Net Financial Corporation, now known as e-Net
Financial.com Corporation ("e-Net"), whereby e-Net will acquire certain of the
assets of the Company, including all of the outstanding stock of AMRES, the
primary operating subsidiary of the Company. This transaction, which is
expected to close on or before June 30, 2000, will, when completed, result in
the Company discontinuing all of its mortgage banking operations. Instead, the
Company intends to focus upon energy relating business, including management of
Titus Real Estate Corporation ("Titus"), which since its acquisition on February
3, 2000, has operating as a wholly owned subsidiary of the Company. Titus owns
a combination of non-operated working and royalty interests in 71 producing oil
and gas wells located in the State of Oklahoma
Through October 1, 1998, the Company, through its wholly owned
subsidiary, EMB Mortgage Corporation ("EMB Mortgage"), originated loans through
its executive office in Costa Mesa, California, and through its branch offices
located in California, Colorado, and Florida. The Company's strategy of
originating, as compared to purchasing, a substantial portion of its loan volume
resulted in the generation of origination fees, service release fees, and other
fees which were the principal source of revenue to the Company. The Company
sold all of its mortgage loans, and did not retain any servicing rights.
Beginning in July 1998, the Company had begun to consolidate its
operations in order to reduce overhead costs and to strengthen its quality
control of the loans being underwritten and funded by the Company. Between July
1998 and September 30, 1998, the Company closed its branch offices in Las Vegas,
Nevada, Houston, Texas and Ft. Lauderdale, Florida.
Beginning in October 1998, the Company was informed by Impac Funding
Corporation ("IMPAC"), the purchaser of a majority of the Company's mortgage
loans, that IMPAC, due to problems associated with its resale of loans through
mortgage securitizations, was intending to restrict the number of loans that it
would purchase from the Company. In
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addition, IMPAC advised the Company that its underwriting guidelines would be
tightened and its pricing to the Company would be changed. As a result of these
events, on December 22, 1998, the Company was forced to terminate the majority
of the staff of EMB Mortgage at its Costa Mesa, California office.
On or about December 31, 1998, the Company sold it Daytona Beach,
Florida office to the management of the branch office. In January 1999, the
Company closed its offices in Dallas, Texas and Sherman Oaks, California. In
March 1999, the Company sold the assets comprising the Denver operations to
management located in Denver. As a result, as of March 1999, the only office of
the Company was located in Costa Mesa, California. The operations of EMB
Mortgage were effectively closed during the month of September 1999, with its
remaining operations as of March 31, 2000 consisting solely of managing
remaining accounts payable and continuing coordination of activities with
purchasers of loans previously funded and sold by EMB Mortgage.
In May 1999, the Company acquired all of the issued and outstanding
stock of two mortgage companies: AMRES and Residential Mortgage Corporation, a
Nevada corporation ("RMC"). At that time the Company began to reactivate
warehouse line of credit and government approvals for RMC, which had not been
actively engaged in business for approximately one year. With its decision, in
January 2000, to divest itself of its mortgage banking operations, on February
22, 2000, the Company sold its interest in RMC to another mortgage banking
entity.
At the time of its acquisition in May 1999, AMRES operated four
company-owned offices and licenses 10 Net Branch offices, all of which were
located in Southern California. With respect to company-owned offices, AMRES
pays all operational expenses and retains all of the income generated from that
office. A Net Branch differs in that AMRES entered into an agreement with an
independent, third party mortgage or real estate broker, licensing it to use the
AMRES name and to operate an AMRES-branded branch. The owner-manager of the Net
Branch pays all expenses of the Net Branch, including a payment to AMRES of a
pre-established fee for each closed mortgage loan. All net income is retained
by and all net loss is borne by, the Net Branch owner-manager. The amount of
the fee paid to AMRES varies depending upon the loan type and amount. In
addition, AMRES receives various costs for associated with the loans which are
charged to the borrower(s). AMRES currently intends to expand its business
through the development of additional Net Branch offices. As of March 31, 2000,
AMRES had four Company owned offices located in Southern California. In
addition, it had approximately 50 Net Branch offices which were located in
Southern California, Hawaii, Arizona and Florida.
Operations as a Residential Mortgage Lender
General. The Company, through its wholly-owned subsidiary, EMB
Mortgage, had, since 1995, engaged in business as a retail mortgage broker. In
1997, it commenced its operations as a wholesale mortgage banker. As of
September 1998, EMB Mortgage originated its own loans and those of its licensees
on a retail basis and provided wholesale lending services
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to approved mortgage brokers. Its primary correspondent lending relationship was
with IMPAC, a national mortgage lender. EMB Mortgage underwrote and funded its
mortgage loans through a wholesale line of credit from an affiliate of IMPAC,
IMPAC Warehouse Lending Group Inc., and then resold such loans to IMPAC.
Beginning in October 1998, EMB was advised by IMPAC that it intended to restrict
the dollar volume of loans purchased from EMB Mortgage due to the financial
instability of the mortgage loan securitization market. At that time, IMPAC also
modified its underwriting guidelines to make funded loans somewhat less risky
for investors. As a result, EMB Mortgage was forced to consolidate its
operations, further completing the closure or sale of all branch offices and
reducing its staff in its Costa Mesa, California headquarters office. Active
operations of EMB Mortgage were curtailed in September 1999 and as of March 31,
2000, its only operations consist of managing remaining accounts payable and
coordinating with the purchasers of loans funded and sold by EMB Mortgage.
In May 1999, the Company acquired AMRES and RMC. Subsequent to May
1999, AMRES has been the principal operating mortgage subsidiaries of the
Company. It is the intent of the Company for AMRES to operate primarily as a
mortgage broker through an expansion of its existing company-owned and Net
Branch operations.
Loan Standards. Mortgage loans made by AMRES are loans with fixed or
adjustable rates of interest, secured by first mortgages, deeds of trust or
security deeds on residential properties with original principal balances that,
generally, do not exceed 95% of the value of the mortgaged properties, unless
such loans are FHA-insured or VA-guaranteed. Generally, each mortgage loan
having a loan-to-value ratio, as of the date of the loan, in excess of 80%, or
which is secured by a second or vacation home, will be covered by a Mortgage
Insurance Policy, FHA Insurance Policy or VA Guaranty insuring against default
of all or a specified portion of the principal amount thereof.
The mortgage loans are "one to four-family" mortgage loans, which
means permanent loans (as opposed to construction or land development loans)
secured by mortgages on non-farm properties, including attached or detached
single-family or second/vacation homes, one to four-family primary residences
and condominiums or other attached dwelling units, including individual
condominiums, row houses, townhouses and other separate dwelling units even when
located in buildings containing five or more such units. Each mortgage loan
must be secured by an owner occupied primary residence or second/vacation home,
or by a non-owner occupied residence. The mortgaged property may not be a
mobile home.
In general, no mortgage loan has expected to have an original
principal balance less than $30,000. While most loans will be less than
$700,000, loans of up to $2,000,000 may be funded through their own wholesale
credit lines or by brokering such loans to unaffiliated third-party mortgage
lenders. Fixed rate mortgage loans must be repayable in equal monthly
installments which reduce the principal balance of the loans to zero at the end
of the term.
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Credit, Appraisal and Underwriting Standards. Each mortgage loan must
(i) be an FHA-insured or VA-guaranteed loan meeting the credit and underwriting
requirements of such agency, or (ii) meet the credit, appraisal and underwriting
standards established by the Company. For certain mortgage loans which may be
subject to a mortgage pool insurance policy, the Company may delegate to the
issuer of the mortgage pool insurance policy the responsibility of underwriting
such mortgage loans, in accordance with the Company's credit appraisal and
underwriting standards. In addition, the Company may delegate to one or more
lenders the responsibility of underwriting mortgage loans offered to the Company
by such lenders, in accordance with the Company's credit, appraisal and
underwriting loans.
The Company's underwriting standards are intended to evaluate the
prospective mortgagor's credit standing and repayment ability, and the value and
adequacy of the proposed mortgaged property as collateral. In the loan
application process, prospective mortgagors will be required to provide
information regarding such factors as their assets, liabilities, income, credit
history, employment history and other related items. Each prospective mortgagor
will also provide an authorization to apply for a credit report which summarizes
the mortgagor's credit history. With respect to establishing the prospective
mortgagor's ability to make timely payments, the Company will require evidence
regarding the mortgagor's employment and income, and of the amount of deposits
made to financial institutions where the mortgagor maintains demand or savings
accounts. In some instances, mortgage loans may be made by the Company under a
Limited Documentation Origination Program. For a mortgage loan to qualify for
the Limited Documentation Origination Program, the prospective mortgagor must
have a good credit history and be financially capable of making a larger cash
down payment in a purchase, or be willing to finance less of the appraised
value, in a refinancing, than would otherwise be required by the Company.
Currently, only mortgage loans with certain loan-to-value ratios will qualify
for the Limited Documentation Origination Program. If the mortgage loan
qualifies, the Company waives some of its documentation requirements and
eliminates verification of income and employment for the prospective mortgagor.
The Limited Documentation Origination Program has been implemented relatively
recently and accordingly its impact, if any, on the rates of delinquencies and
losses experienced on the mortgage loans so originated cannot be determined at
this time.
The Company's underwriting standards generally follow guidelines
acceptable to FNMA and FHLMC. The Company's underwriting policies may be varied
in appropriate cases. In determining the adequacy of the property as
collateral, an independent appraisal is made of each property considered for
financing. The appraiser is required to inspect the property and verify that it
is in good condition and that construction, if new, has been completed. The
appraisal is based on the appraiser's judgment of values, giving appropriate
weight to both the market value of comparable homes and the cost of replacing
the property.
Certain states where the mortgaged properties may be located are
"anti-deficiency" states, where, in general, lenders providing credit on one to
four-family properties must look solely to the property for repayment in the
event of foreclosure. See "Certain Legal Aspects of the Mortgage Loans-Anti-
Deficiency Legislation and Other Limitations on Lenders". The Company's
underwriting standards in all states (including anti-deficiency
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states) require that the underwriting officers be satisfied that the value of
the property being financed, as indicated by the independent appraisal,
currently supports and is anticipated to support in the future the outstanding
loan balance, and provides sufficient value to mitigate the effects of adverse
shifts in real estate values.
Each mortgage broker agrees to indemnify the Company against any loss
or liability incurred by the Company on account of any breach of any
representation or warranty made by the borrower, any failure to disclose any
matter that makes any such representation and warranty misleading, or any
inaccuracy in information furnished by the borrower to the Company. Upon the
breach of any misrepresentation or warranty made by a borrower, the Company may
require the mortgage broker to repurchase the related mortgage loan.
Title Insurance Policies. The Company will usually require that, at
the time of the origination of the mortgage loans and continuously thereafter, a
title insurance policy be in effect on each of the mortgaged properties and that
such title insurance policy contain no coverage exceptions, except those
permitted pursuant to the guidelines established by FNMA.
Discontinuance of Mortgage Operations
The Company is in the process of curtailing all of its mortgage
banking and mortgage broker operations. In September 1999, it discontinued
active operations of EMB Mortgage. In February 2000, the Company sold its
interest in RMC. As of March 31, 2000 its only continuing mortgage operations
are those of AMRES. Upon completion of its transaction to divest itself of
AMRES, the Company will have completed this realignment.
Certain Legal Aspects of Mortgage Loans
General. The mortgages originated by the Company and its licensed
affiliates are either mortgages or deeds of trust, depending upon the prevailing
practice in the state in which the property subject to a mortgage loan is
located. A mortgage creates a lien upon the real property encumbered by the
mortgage. It does not, generally, have priority over liens for real estate
taxes and assessments. Priority between mortgages depends on their terms and
generally on the order of filing with a state or county office. There are two
parties to a mortgage, the mortgagor, who is the borrower and homeowner (the
"Mortgagor"), and the mortgagee, who is the lender. Under the mortgage
instrument, the Mortgagor delivers to the mortgagee a note or bond and the
mortgage. Although a deed of trust is similar to a mortgage, a deed of trust
formally has three parties, the borrower-homeowner called the trustor (similar
to a Mortgagor), a lender (similar to a mortgagee) called the beneficiary, and a
third-party grantee called the Trustee. Under a deed of trust, the borrower
grants the property, irrevocably until the debt is paid, in trust, generally
with a power of sale, to the Trustee to secure payment of the obligation. The
Trustee's authority under a deed of trust and the mortgagee's authority under a
mortgage are governed by law, the express provisions of the deed of trust or
mortgage, and, in some cases, the directions of the beneficiary.
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Foreclosure. Foreclosure of a deed of trust is generally accomplished
by a non-judicial Trustee's sale under a specific provision in the deed of trust
which authorizes the Trustee to sell the property to a third party upon any
default by the borrower under the terms of the note or deed of trust. In some
states, the Trustee must record a notice of default and send a copy to the
borrower-trustor and to any person who has recorded a requests for a copy of a
notice of default and notice of sale. In addition, the Trustee must provide
notice in some states to any other individual having an interest in the real
property, including any "junior lienholders". The borrower, or any other person
having a junior encumbrance on the real estate, may, during a reinstatement
period, cure the default by paying the entire amount in arrears, plus the costs
and expenses incurred in enforcing the obligation. Generally, state laws
require that a copy of the notice of sale be posted on the property and sent to
all parties having an interest in the real property.
Foreclosure of a mortgage is generally accomplished by judicial
action. The action is initiated by the service of legal pleadings upon all
parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary
parties. Judicial foreclosure proceedings are often not contested by any of the
parties. However, even when the mortgagee's right to foreclose is contested,
the court generally issues a judgment of foreclosure and appoints a referee or
other court officer to conduct the sale of the property.
In the case of foreclosure under either a mortgage or a deed of trust,
the sale by the referee or other designated officer or by the Trustee is a
public sale. However, because of the difficulty a potential buyer at the sale
would have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at the
foreclosure sale. Rather, it is common for the lender to purchase the property
from the Trustee or referee for an amount equal to the principal amount of the
mortgage or deed of trust, accrued and unpaid interest and the expense of
foreclosure. Thereafter, the lender will assume the burdens of ownership,
including obtaining casualty insurance and making such repairs at its own
expense as are necessary to render the property suitable for sale. The lender
will commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of any
mortgage insurance proceeds.
Rights of Redemption. In some states, after sale pursuant to a deed
of trust or foreclosure of a mortgage, the borrower and foreclosed junior
lienors are given a statutory period in which to "redeem" the property from the
foreclosure sale. In some states, redemption may occur only upon a payment of
the entire principal balance of the loan, accrued interest and expenses of
foreclosure. In other states, redemption may be authorized if the former
borrower pays only a portion of the sums due. The effect of a statutory right
of redemption is to diminish the ability of the lender to sell the foreclosed
property. The rights of redemption would defeat the title of any purchaser from
the lender subsequent to foreclosure or sale under a deed of trust.
Consequently, the practical effort of the redemption
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right is to force the lender to retain the property and pay the expenses of
ownership until the redemption period has expired.
Anti-Deficiency Legislation and Other Limitations on Lenders. Certain
states have imposed statutory prohibitions which limit the remedies of a
beneficiary under a deed of trust or a mortgage. In some states, statutes limit
the right of the beneficiary or mortgagee to obtain a deficiency judgment
against the borrower following foreclosure or sale under a deed of trust. A
deficiency judgment would be a personal judgment against the former borrower
equal in most cases to the difference between the net amount realized upon the
public sale of the real property and the amount due to the lender. Other
statutes require the beneficiary or mortgagee to exhaust the security afforded
under a deed of trust or mortgage by foreclosure in an attempt to satisfy the
full debt before bringing a personal action against the borrower. Finally,
other statutory provisions limit any deficiency judgment against the former
borrower following a judicial sale to the excess of the outstanding debt over
the fair market value of the property at the time of the public sale. The
purpose of these statutes is generally to prevent a beneficiary or a mortgagee
from obtaining a large deficiency judgment against the former borrower as a
result of low or no bids at the judicial sale.
In addition to laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including the federal bankruptcy laws and
state laws affording relief to debtors, may interfere with or affect the ability
of a secured mortgage lender to realize upon collateral and/or enforce a
deficiency judgment. For example, with respect to federal bankruptcy law, a
court with federal bankruptcy jurisdiction may permit a debtor through his or
her Chapter 11 or Chapter 13 rehabilitative plan to cure a monetary default in
respect of a mortgage loan on a debtor's residence by paying arrears within a
reasonable time period and reinstating the original Mortgage Loan payment
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court (provided no sale of the
residence had yet occurred) prior to the filing of a debtor's petition. Some
courts with federal bankruptcy jurisdiction have approved plans based on the
particular facts of the reorganization case, that effected the curing of a
mortgage loan default by paying arrearages over a number of years.
Courts with federal bankruptcy jurisdiction have also indicated that
the terms of a mortgage loan secured by property of the debtor may be modified.
These courts have suggested that such modification may include reducing the
amount of each monthly payment, changing the rate of interest, altering the
repayment schedule, and reducing the lender's security interest to the value of
the residence, thus leaving the lender a general unsecured creditor for the
difference between the value of the residence and the outstanding balance of the
loan.
The Internal Revenue Code of 1986, as amended, provides priority to
certain tax liens over the lien of a mortgage. In addition, substantive
requirements are imposed upon mortgage lenders in connection with the
origination and the servicing of mortgage loans by numerous Federal and some
state consumer protection laws. These laws include the federal Truth-In-Lending
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act,
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Fair Credit Billing Act, Fair Credit Reporting Act, and related statutes. These
federal laws impose specific statutory liabilities upon lenders who originate
mortgage loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the mortgage loans.
Enforceability of Certain Provisions. Certain of the mortgage loans
contain due-on-sale clauses. These clauses permit the lender to accelerate the
maturity of the loan if the borrower sells, transfer or conveys the property.
The enforceability of these clauses has been the subject of legislation and
litigation in many states, and in some cases the clauses have been upheld, while
in other cases their enforceability has been limited or denied.
Upon foreclosure, courts have imposed general equitable principles.
These equitable principles are generally designed to relieve the borrower from
the legal effect of a default under the loan documents. Examples of judicial
remedies that have been fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's judgment and have required that lenders reinstate loans or recast
payment schedules in order to accommodate borrowers who are suffering from
temporary financial disability. In other cases, courts have limited the right
of the lender to foreclose if the default under the mortgage instrument is not
monetary, such as the borrower failing to maintain the property adequately or
the borrower executing a second mortgage or deed of trust affecting the
property. Finally, some courts have been faced with the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that borrowers under deeds of trust or mortgages receive
notices in addition to the statutorily-prescribed minimum. For the most part,
these cases have upheld the notice provision as being reasonable or have found
that the sale by a trustee under a deed of trust, or under a mortgage having a
power of sale, does not involve sufficient state action to afford constitutional
protections to the borrowers.
Applicability of Usury Laws. Title V of the Depository Institutions
Deregulation and Monetary Control Act of 1980 ("Title V"), provides that state
usury limitations do not apply to certain types of residential first mortgage
loans originated by certain lenders after March 31, 1980. The Federal Home Loan
Bank Board is authorized to issue rules and regulations and to publish
interpretations governing implementation of Title V, the statute authorizes any
state to reimpose interest rate limits by adopting a law or constitutional
provision which expressly rejects application of the federal law. In addition,
even where Title V is not so rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on mortgage loans
covered by Title V. As of the date hereof, certain states have taken action to
reimpose interest rate limits and/or to limit discount points or other charges.
Mortgage Software and Technology
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AMRES currently uses loan origination software developed by an
independent third party, which is accessible by its Company-owned offices and at
Net Branch offices through an Intranet system. This software can quickly review
the underwriting guidelines for a vast number of loan products, including those
offered by Fannie Mae and Freddie Mac and select the appropriate loan product
for the borrower. The software then allows the routing of pertinent information
to the automated underwriting systems employed by Fannie Mae and Freddie Mac,
the primary secondary-market purchasers of mortgages, and the automated systems
of independent lenders such as IndyMac. Thus, in less than one hour, a borrower
can receive loan approval, subject only to verification of financial information
and appraisal of the subject property. The software also permits the
contemporaneous ordering and review of preliminary title reports and escrow
instructions.
The AMRES Intranet system allows Net Branch offices around-the-clock
access to the system. Loan officers can also access the AMRES Intranet
utilizing Intel(R) Corporation's ProShare(R) video conferencing system which
permits the loan officer or borrower to see and talk directly to an underwriting
staff member or other individuals involved in the mortgage loan transaction.
Customer Service and Support. The Company's customer service and
support organization provides Net Branch owners with on-line technical support,
training, consulting and implementation services. These services consist of the
following:
Customer Education and Training. The Company offers training courses
designed to meet the needs of end users, integration experts and system
administrators. The Company also trains customer personnel who in turn may
train end-users in larger deployments. Training classes are provided at the
customers' offices or on-line with an on-line tutorial. No fees are charged the
to Net Branch for these services.
System Maintenance and Support. The Company offers telephone,
electronic mail and facsimile customer support through its central technical
support staff at the Company's headquarters. The Company also provides
customers with product documentation and release notes that describe features in
new products, known problems and workarounds, and application notes.
Sales and Marketing. As of October 1, 1998, the Company marketed and
sold its mortgage banking services primarily through a direct sales force based
in Costa Mesa, California. The Company's sales and marketing organization
consisted of approximately 25 employees as of October 1, 1998. As of October 1,
1998, the Company had regional marketing representatives based in California,
Colorado, Connecticut, Florida, Nevada, Texas and Connecticut. To support its
sales force, the Company conducts a number of marketing programs, which includes
public relations, telemarketing, seminars, and trade shows.
Following the scaling back of the operations of EMB Mortgage and the
acquisition of AMRES, the Company markets its mortgage loan products through its
four Company-owned offices in Southern California and 50 Net Branch offices in
California,
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Hawaii, Arizona and Florida. The sales efforts of the Company to market its Net
Branch opportunities are located primarily in the Company's Costa Mesa,
California headquarters office.
Competition. Until completion of its divestiture of all mortgage
operations, the Company will continue to face intense competition in the
origination, acquisition and liquidation of its mortgage loans. Such
competition can be expected from banks, savings and loan associations and other
entities, including real estate investment trusts. Many of the Company's
competitors have greater financial resources than the Company.
Proprietary Rights and Licensing. The Company's success is dependent,
to a degree, upon proprietary technology. The Company may rely on a combination
of copyright and trademark laws, trade secrets, confidentiality procedures and
contractual provisions with its employees, consultants and business partners to
protect its proprietary rights. The Company may seek to protect its electronic
mortgage product delivery systems, documentation and other written materials
under trade secret and copyright laws, which afford only limited protection.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of the Company's systems or to obtain and
use information that the Company regards as proprietary. While the Company is
not aware that any of its systems infringe upon the proprietary rights of third
parties, there can be no assurance that third parties will not claim
infringement by the Company with respect to current or future products. Certain
components of the electronic mortgage products delivery system currently
employed by the Company are not proprietary to the Company and other competitors
may acquire such components and develop similar or enhanced systems for the
electronic delivery of mortgage products to mortgage brokers and borrowers.
In addition, the Company relies on certain software that it licenses
from third parties, including software which is used in conjunction with the
Company's mortgage products delivery systems. There can be no assurance that
such firms will remain in business, that they will continue to support their
products or that their products will otherwise continue to be available to the
Company on commercially reasonable terms. The loss or inability to maintain any
of these software or data licenses could result in delays or cancellations in of
contracts with Net Branch operations until equivalent software can be identified
and licensed or developed and integrated with the Company's product offerings.
Any such delay or cancellation could materially adversely affect the Company's
business, financial condition or results of operations.
Environmental Matters
The Company has not been required to perform any investigation or
clean up activities, nor has it been subject to any environmental claims. There
can be no assurance, however, that this will remain the case in the future.
In the course of its business, the Company may acquire properties
securing loans that are in default. Although the Company primarily lends to
owners of residential
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properties, there is a risk that the Company could be required to investigate
and clean up hazardous or toxic substances or chemical releases at such
properties after acquisition by the Company, and may be held liable to a
governmental entity or to third parties for property damage, personal injury and
investigation and cleanup costs incurred by such parties in connection with the
contamination. In addition, the owner or former owners of a contaminated site
may be subject to common law claims by third parties based on damages and costs
resulting from environmental contamination emanating from such property.
Trade Names and Service Marks
The Company has filed various applications to register its service
marks on the principal register of the United States Patent and Trademark
Office. The Company intends to register its service marks in such states as it
deems necessary and desirable.
The Company will devote substantial time, effort and expense toward
developing name recognition and goodwill for its tradenames for its operations.
The Company intends to maintain the integrity of its trade names, service marks
and other proprietary names against unauthorized use and to protect the
licensees' use against claims of infringement and unfair competition where
circumstances warrant. Failure to defend and protect such trade name and other
proprietary names and marks could adversely affect the Company's sales of
licenses under such trade name and other proprietary names and marks. The
Company knows of no current materially infringing uses.
Employees
As of September 30, 1999, the Company employed a total of 28 persons.
Of the total, 16 officers and employees were employed at the principal executive
offices of the Company in Costa Mesa, California, of whom 3 were engaged in
sales and marketing, 3 were in the loan operations staff, 1 was in product
development and technical support and 9 were in finance and administration.
There were 12 employees in the four branch offices of the Company, of whom 7
were engaged in loan operations, and 5 in finance and administration. None of
the Company's employees are represented by a labor union with respect to his or
her employment by the Company.
Item 2. Description of Property.
-----------------------
Executive Offices. The Company currently leases its executive offices
located at 3200 Bristol, 8/th/ Floor, Costa Mesa, California 92626. The lease
covers approximately 15,000 square feet at a monthly rental of approximately
$20,394 per month. The rental obligation increases to $21,851 per month
commencing in May 2000. The lease expires in 2002. The Company believes that its
new facilities are in excess of its current needs, however, management believes
that these premises will be suitable for its intended operations.
<PAGE>
Undeveloped Land and Water Rights. The Company previously owned
approximately 61 acres of undeveloped real property with extensive water and
electrical improvements, and extensive water producing wells, located on Paris
Valley Road in the San Ardo area of Monterey County, California. This property
was appraised at an estimated market value of the fee simple interest as of
April 20, 1996, at $3,860,000. The property is located close to Highway 101, a
major California highway. The area is rural in nature, used primarily for
cattle and sheep raising and agricultural purposes, including vineyards and
wineries to the north and to the south. The property is comprised of two
parcels separated by Paris Valley Road. The zoning for the property is for
agriculture/grazing in the lower half, and for heavy mineral extraction on the
upper half. The water and electrical improvements are provided primarily for
farming use. Because of the producing water wells on the property, commercial
water production for agricultural use is available to provide adjacent farms
with water. The property formerly also produced crude oil; but such wells have
been shut-in and the power plant substation, natural gas pipeline system, pumps,
tanks and used pipe on the property are considered obsolete. The water
producing wells, as described in the appraisal, are capable of producing
approximately 2,700,000 gallons per 24-hour production period. The water is
naturally replenished annually from the run-off of the surrounding mountains.
Because this property was held for sale, the Company made no efforts nor
expended any material funds to commercially develop or market the water
resources of the property. Effective December 30, 1996, this property was sold
by the Company for $4,000,000, payable by a down payment of $800,000, and an
installment contract for $3,200,000, with annual payments amortized over 20
years, due and payable in 10 years. The Company received the $800,000 down
payment on December 31, 1996 and a payment of $422,867 for principal and
interest in December 1997. On June 30, 1998, the Company and the purchaser of
the property agreed to rescind the transaction. As a result, on August 15,
1998, ownership of the property reverted to the Company. As consideration for
the rescission, the Company returned the first installment payment of $422,867
and issued a convertible note as reimbursement of the initial down payment of
$800,000, plus a severance fee of $200,000, for an aggregate of $1,000,000. The
note accrues interest at fifteen percent (15%) with principal and interest all
due and payable on September 1, 2000.
The Company has a 4.89 acre undeveloped parcel of property in
Riverside County, California, that was appraised as of December 7, 1994, at a
value of $170,000. This property is held subject to a Note secured by Deed of
Trust dated March 15, 1995, in the principal amount of $65,000. The Note was due
and payable in March 1999 and is currently in default.
The Company may also hold real estate for sale from time to time as a
result of its foreclosure on mortgage loans that may become in default.
Item 3. Legal Proceedings.
-----------------
On or about November 17, 1998, the Company entered into a Stipulated
Judgment in the matter of Yamaichi International (America) Inc., vs. EMB
----------------------------------------------
Corporation, USDC, Southern District of New York, Case No. 98-7152 (DLC). The
- -----------
lawsuit arose out of the
<PAGE>
obligation of the Company to pay rent for its branch corporate office in New
York City. The total amount of the judgment was $186,000. As of September 30,
1999, the Company has paid approximately $7,100
toward the judgment.
On or about August 4, 1999, a judgment was entered against the Company
in the matter of Resource Bancshares Mortgage Group, Inc. vs. EMB Mortgage
---------------------------------------------------------
Corporation, Circuit Court for Palm Beach County, Florida, Case No. 99-2106-AO.
- -----------
The amount of the judgment was $129,518.57, and arose out of a mortgage loan
which Resource Bancshares Mortgage Group, Inc. ("RBMG") had requested the
Company to repurchase due to underwriting deficiencies. The mortgage loan in
question had been underwritten by Republic Mortgage Insurance Company and/or
RMIC Corporation (collectively, "RMIC") pursuant to a contract underwriting
agreement by and between RMIC and the Company. This agreement provided for RMIC
to provide certain remedies, including indemnification, to the Company in the
event of the failure of the RMIC underwriters to underwrite the Company's
mortgage loans in accordance with investor guidelines. The effectiveness of the
indemnification provisions of the agreement is dependent upon the result of
negotiations between the Company and RMIC, as further discussed in the following
paragraph.
The Company and RMIC are currently engaged in litigation, Republic
--------
Mortgage Insurance Corporation and RMIC Corporation vs. EMB Mortgage
- --------------------------------------------------------------------
Corporation, Forsyth County, North Carolina Superior Court, Civil Action No. 98
CVS 11380 and a judgment was filed in favor of RMIC in April 1999. This lawsuit
arises out of fees allegedly owed RMIC by the Company for underwriting services
provided by RMIC to the Company in its Daytona Beach, Florida office. Management
of the Company believes that RMIC and/or Joseph K. Brick, former Vice President
of the Company and former manager of its Daytona Beach operations, may be liable
to indemnify the Company for the losses incurred by the Company in connection
with the mortgage loan which is the basis for the RBMG litigation and any other
potential losses involving loans underwritten by RMIC at the Daytona Beach
office. The Company and RMIC are currently engaged in settlement discussions
which, the Management of the Company believes, will result in RMIC assuming such
liability.
The Company and Joseph K. Brick are currently engaged in litigation,
Joseph K. Brick vs. EMB Corporation, Circuit Court, Seventh Judicial District,
- -----------------------------------
Volusia County, Florida, Case no. 99-30669 CICI. The Company has filed a Motion
to dismiss the complaint for failure to state a cause of action and for lack of
jurisdiction. The Company intends to initiate proceedings against Mr. Brick and
others in the State of California and to proceed in the Florida State Court
system to deny any award of damages to Mr. Brick.
In September 1999, the Company entered into a Stipulation for Judgment
in the matter of Southern Pacific Thrift & Loan vs. EMB Corporation, et al.,
-----------------------------------------------------------
Orange County, California Superior Court, Case no. 807620. The case arose out
- -------------
of money due IMPAC Warehouse Lending Group, Inc., on a pledge account towards
the warehouse line of credit in favor of EMB Mortgage Corporation. The agreement
provides for payment by the Company to Southern Pacific Thrift & Loan of the sum
of $100,431.13. This judgment has been fully satisfied by payment to the
Plaintiff of the judgment amount.
<PAGE>
During December 1998, the Company terminated the majority of its then
employees due to the ceasing of operations of EMB Mortgage. In most cases, the
employees were not given their final wages upon termination. There have been
various claims made these employees and the labor board has taken actions
against the Company. Amounts owed the former employees were accrued and, as of
March 31, 2000, have been made to a substantial number of former employees.
The Company is not engaged in any other legal proceedings except
litigation in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to those proceedings
will not be material to the Company's financial position or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matters were submitted during the fourth quarter of the fiscal year
ended September 30, 1999, of the Company.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
--------------------------------------------------------
Market for Common Equity. The Common Stock of the Company is currently
------------------------
quoted in the over-the-counter market on the electronic bulletin board
maintained by the National Association of Securities Dealers, Inc. under the
symbol "EMBU".
When the trading price of the Company's Common Stock is below $5.00
per share, the Common Stock is considered to be "penny stock" that are subject
to rules promulgated by the Securities and Exchange Commission (Rule 15g-1
through 15g-9) under the Securities Exchange Act of 1934. These rules impose
significant requirements on brokers under these circumstances, including: (a)
delivering to customers the Commission's standardized risk disclosure document;
(b) providing to customers current bid and offers; (c) disclosing to customers
the brokers-dealer and sales representatives compensation; and (d) providing to
customers monthly account statements.
For several years prior to January 1, 1996, the market price of the
Common Stock of the Company was either nominal or non-existent because the
Company had no substantial assets and had little or no operations. However,
after the Company entered into an acquisition agreement regarding the purchase
of certain assets of Sterling Alliance Group, Ltd. in December 1995, the Common
Stock of the Company began actively trading.
<PAGE>
The following table sets forth the range of high and low closing bid
prices per share of the Common Stock as reported by National Quotation Bureau,
L.L.C. for the periods indicated.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1998:
- ------------------------------------------
<S> <C> <C>
1st Quarter............................... $ 3.25 $ 1.75
2nd Quarter............................... $2.5156 $1.2031
3rd Quarter............................... $ 1.625 $ .8125
4th Quarter............................... $1.4062 $ .6562
Fiscal Year Ended September 30, 1999:
- ------------------------------------------
1st Quarter............................... $ .20 $ .44
2nd Quarter............................... $ .84 $ .21
3rd Quarter............................... $ 2.69 $ .63
4th Quarter............................... $ 2.47 $ .59
</TABLE>
(1) The Company is unaware of the factors which resulted in the significant
fluctuations in the bid prices per share during the periods being
presented, although it is aware that there is a thin market for the Common
Stock, that there are frequently few shares being traded and that any sales
significantly impact the market.
On March 31, 2000, the closing bid and asked prices of the Common
Stock of the Company were $0.71 bid and $0.76 asked per share. The foregoing
prices represent inter-dealer quotations without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions. On March 31,
2000, there were approximately 19 broker-dealers publishing quotes for the
Common Stock of the Company.
As of March 31, 2000, there were 29,865,128 shares of Common Stock
issued and outstanding which were held by approximately 903 holders of record;
there were no shares of 8% Series A Convertible Preferred Stock or 10% Series B
Convertible Preferred Stock outstanding as of March 31, 2000.
Dividends. The Company has not paid any dividends on its Common Stock
---------
and does not expect to do so in the foreseeable future. The Company intends to
apply its earnings, if any, in expanding its operations and related activities.
The payment of cash dividends in the future will be at the discretion of the
Board of Directors and will depend upon such factors as earnings levels, capital
requirements, the Company's financial condition and other factors deemed
relevant by the Board of Directors, and is subject to the dividend rights of the
8% Convertible Preferred Stock, Series A and 10% Convertible Preferred Stock,
Series B of the Company to the extent any of such shares are outstanding. In
addition, the Company's ability to pay dividends may be limited under future
loan agreements of the Company which restrict or prohibit the payment of
dividends.
Item 6. Management's Discussion and Analysis or Plan of Operation
<PAGE>
General
In fiscal 1998, the Company expanded its mortgage banking operations through its
acquisitions of Investment Consultants, Inc. ("ICI") and assets from Deposit
Guaranty Mortgage Services, Inc. ("DGMS"). In fiscal 1999, the Company ceased
its mortgage banking operations of EMB Mortgage and divested itself of the
assets of ICI and DGMS due to an economic downturn in the mortgage banking
industry.
EMB Mortgage was the Company's principal operating subsidiary, was a specialty
finance company engaged in the business of originating and selling residential
mortgage loans secured by one-to-four family residences. In the first quarter of
fiscal 1998, the Company aggressively expanded its mortgage banking operations
through its acquisition of all of the capital stock of Investment Consultants,
Inc., doing business as Equityline, Inc. ("ICI"), in Denver, Colorado. The
Company increased its funding consistently in fiscal 1998 peaking at $40,000,000
in closed loans for the month of July 1998. In late August 1998, an already
competitive industry was impacted by increased bond yields and disrupted
financial markets. Due to this, EMB Mortgage's primary purchaser of mortgage
loans modified its underwriting guidelines and restricted the purchase of loans.
As a result, on December 22, 1998, the EMB Mortgage laid-off the majority of its
employees. The Company terminated its acquisition agreement with ICI in
March 1999 and ceased its operations in Denver as of such date. The results of
fiscal 1999 and 1998 of EMB Mortgage and ICI have been included in discontinued
operations.
Later in fiscal 1999, the Company began slowly to recommence its mortgage
banking operations through acquisitions of American Residential Funding
("AMRES") and Residential Mortgage Corporation ("RMC") on May 7, 1999. AMRES
operates a number of branch offices in the United States, and net branches to
originate loans. Net branches are an origination extension of AMRES through
independent real estate brokers.
As a result of the AMRES acquisition the Company purchased all of the
outstanding shares of capital stock of AMRES in exchange for 2,000,000 shares of
the Company's common stock. Pursuant to such agreement the shareholder of AMRES
received share options to purchase the Company's common stock at various
exercise prices. In connection therewith, 1,250,000 share options were issued on
the date of acquisition, exercisable at 85% of the fair market value of the
stock in the week of exercise. Additionally 500,000 share options were to be
granted every June 1 from the year 2000 to 2003 for an aggregate of 2,000,000
additional share options. On April 6, 2000, the Company cancelled all share
options issued to the shareholder of AMRES.
In connection with the May 7, 1999 acquisition, the Company entered into a stock
purchase agreement whereby it agreed to purchase all of the outstanding
shares of capital stock of RMC in exchange for 600,000 shares of the Company's
common stock. At the time of purchase RMC had no operations.
During September 1999, the Company completed its cessation of operations under
the name EMB Mortgage. The Company was licensed to fund mortgages in
approximately 30 states. By law, EMB Mortgage was required to renew its licenses
with the various state agencies. Management has determined not to renew these
licenses and to allow the state approvals to terminate upon their respective
annual expiration dates. As a result of this the Company adopted to discontinue
the operations of EMB Mortgage.
Subsequent to September 30, 1999, the Company sold RMC to an unrelated party and
entered into a letter of intent to sell AMRES along with other assets of the
Company to e-Net Financial.com Corp. At the time when the sales of AMRES to
e-Net Financial.com Corp. is completed the Company will become a developmental-
stage or blank-check company.
On January 12, 2000, the Company entered into an arrangement to sell its 100%
interest in the common stock of AMRES in a transaction which may generate the
Company cash of $4,000,000 and 7 million shares of restricted common stock of
e-Net Financial.com Corp., if successful. There are no assurances that proceeds
from the sources discussed above will be available on acceptable terms or
available at all. If this transaction is successful the Company will use the
proceeds to pay off outstanding obligations, such as debt, payroll tax
liabilities and accounts payable.
Discounted Operations for the Year Ended September 30, 1999 Compared to the Year
Ended September 30, 1998
Revenues
Mortgage loan revenues, net of commitment fees, decreased by $9,132,328 or 61%
to $5,688,131 in the year ended September 30, 1999 from $14,820,459 in 1998.
Revenues were generated primarily from loan processing and resale of mortgage
loans. The decrease in revenues was attributable to the ceasing of operations of
EMB Mortgage and the rescission of the ICI acquisition.
Loan Origination Costs
Loan origination costs decreased to $3,142,154 in the year ended September 30,
1999 from $10,107,484 in 1998. This decrease is principally attributable to
the decrease in loans processed during fiscal 1999 due to the ceasing of
operations of EMB Mortgage and ICI.
General and Administrative Expenses
General and administrative expenses of the discontinued operations increased to
$13,395,748 in the year ended September 30, 1999 from $11,038,696 in 1998, an
increase of $2,357,052 of 21%. This increase is principally attributable to
expenses related to the issuance of common stock for various consulting and
financing services during the current year. Additionally, during 1999 the
Company wrote off various amounts for goodwill, impairments on fixed assets and
impairments on loans receivable.
Continuing Operations for the Year Ended September 30, 1999 Compared to the Year
Ended September 30, 1998
General and Administrative Expenses
General and administrative expenses decreased to $845,567 in the year September
30, 1999 from $1,050,280 in 1998, a decrease of $204,713 or 19%. This decrease
is principally attributed to decrease in expenses related to the ceasing of
operations of the Company's susidiaries in fiscal 1999. The Company continues to
incur costs as a public company consisting of salaries, rents, utilities, legal
and professional services.
Other Income and Expense
Other income and expense decreased to $177,033 in fiscal 1999 to $486,123 in
1998, a decrease of $309,090. Other income and expense in 1998 included the
expensing of the value of the beneficial conversion feature related to the
convertible notes and the Preferred B. The value was expensed to interest
expense. In 1999 other income and expense consisted of accrued interest payable
on the convertible debt and the note due to a related party.
Item 7. Financial Statements.
--------------------
Information with respect to this Item is set forth in "Index to
Financial Statements".
<PAGE>
Item 8. Changes In and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure.
--------------------
On May 20, 1998, the Company dismissed its independent accountants,
Harlan & Boettger. The reports of Harlan & Boettger for the fiscal years ended
September 30, 1996 and September 30, 1997 contained no adverse opinion,
disclaimers of opinion nor were they modified as to uncertainty, audit scope or
accounting principles. The decision to dismiss the firm of Harlan & Boettger
was made by the Board of Directors of the Company. At no time during the
engagement of Harlan & Boettger as independent accountants for the Company were
there any disagreements, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope of
procedure. Disclosure of this dismissal was first contained in the Form 10-QSB
for the period ended March 31, 1998, which was filed by the Company with the
Securities and Exchange Commission on May 21, 1998. On May 20, 1998, the
Company, as required by Item 304 (a) (3) of Regulation S-B, advised Harlan &
Boettger of this disclosure. At no time has Harlan & Boettger responded to the
Company concerning this disclosure nor, to the best knowledge of the Company,
has Harlan & Boettger responded directly to the Securities and Exchange
Commission concerning this disclosure.
On May 20, 1998, the Company engaged the firm of Corbin & Wertz of
Irvine, California as independent accountants for the Company. Prior to May 20,
1998, neither the Company, nor anyone on its behalf, had consulted with Corbin &
Wertz concerning the accounting principles of any specific completed or
contemplated transaction, any type of audit opinion on the Company's financial
statements nor any other material factor which was considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue.
On January 13, 1999, the Company's independent accountants, Corbin &
Wertz of Irvine, California resigned. At the time of their resignation, Corbin
& Wertz had not prepared any reports nor rendered any other services for the
Company. At no time during the engagement of Corbin & Wertz as independent
accountants for the Company were there any disagreements, whether or not
resolved, on any matter of accounting principles or practices, financial
statement or disclosure or auditing scope or procedure. Disclosure of this
resignation was first contained, together with the response and concurrence of
Corbin & Wertz to this disclosure, in Form 8-K filed with the Securities and
Exchange Commission on or about January 26, 1999.
On January 22, 1999, the Company engaged the firm of McKennon Wilson &
Morgan LLP, of Irvine, California, as independent accountants for the Company.
Prior to January 22, 1999, neither the Company, nor anyone on its behalf, had
consulted with McKennon Wilson & Morgan LLP concerning the accounting principles
of any specific completed or contemplated transaction, any type of audit opinion
on the Company's financial statements nor any other material factor which might
be considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
-------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name(1)(2) Age Position
- ---------- ---------
<S> <C> <C>
William V. Perry(3)(4) 75 Director, Executive Vice President and
Secretary, and President of EMB Mortgage
Corporation
Ann L. Petersen 61 Director
James E. Shipley(3)(4) 63 Director, President and Principal Financial
and Accounting Officer
</TABLE>
(1) The Company presently has no executive committee, nominating committee or
audit committee of the Board of Directors.
(2) The officers of the Company hold office until their successors are elected
and qualified, or until their death, resignation or removal.
(3) Member of the Company's Stock Option Committee. See "1996 Stock Option,
SAR and Stock Bonus Plan" and "1999 Stock Compensation Plan, below.
(4) Member of the Company's Compensation Committee. See "Compensation
Committee", below.
The background and principal occupations of each director and
executive officer of the Company are as follows:
Mr. Perry has been the Executive Vice President of the Company since
April 29, 1996, and became a director of the Company on May 21, 1996. On
December 16, 1999 he was appointed Secretary of the Company. He is also the
Chairman of the Board and President of EMB Mortgage. From 1994 to March 20,
1999, he was a director and Vice President of Sterling Alliance Group, Ltd.
From 1990 to October 1993, he was a director and Vice President of Ameri-West
Funding, Inc., engaged in residential, multi-family and commercial mortgages.
From 1988 to 1990, Mr. Perry was the President of First Marine Mortgage Company.
From 1985 to 1987, he was the Chief Financial Officer of Mobile Medical Group,
Inc.; and was the Chief Financial Officer and a director of Oceanic Opera, Inc.
from 1984 to 1985. From 1970 to 1984, Mr. Perry was engaged in the real estate
brokerage business with several real estate brokerage companies. From 1962 to
1970, he was an electronics engineer with Lockheed Missile and Space
Corporation. Mr. Perry graduated from Pacific States University in 1948 with a
degree in electrical engineering.
<PAGE>
Mrs. Petersen became a director of the Company on November 25, 1992.
She is a resident of Hawaii and has not been employed outside of the house since
1958. She attended Marquette University for two years.
Mr. Shipley has been a director of the Company since January 15, 1996,
and became the President of the Company on April 29, 1996. On March 1, 1999, he
was elected Principal Financial and Accounting Officer. From 1993 to July 2,
1998 he was a director and President of Sterling Alliance Group, Ltd., an
affiliate of the Company which sold substantially all of its assets and
operations to the Company in exchange for Common Stock. He was the Managing
Director of EMB Mortgage from October 1993 to April 1996. Mr. Shipley has
served as the Managing Director of ERA Sterling Real Estate, a real estate
brokerage firm, from 1987 to the present. Mr. Shipley received a Bachelor of
Science degree from Eastern Illinois University in 1960.
Compliance with Section 16(a) of Securities Exchange Act of 1934. To
the best of the knowledge of the Company, its directors, officers and 10%
beneficial owners have filed all reports in compliance with the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934 during the
fiscal year ended September 30, 1999.
Item 10. Executive Compensation.
----------------------
The following table sets forth the compensation required to be
reported pursuant to Item 402 of Regulation S-B. No other executive officer or
director of the Company received compensation in excess of $100,000 during its
fiscal year ended September 30, 1999. In addition, the Chief Executive Officer,
James E. Shipley, did have not other compensation required to be reported other
than that set forth herein.
SUMMARY COMPENSATION TABLE
Name and Principal Position Fiscal Year Salary
--------------------------- ----------- ------
James E. Shipley, CEO 1997 $ 0
1998 $45,000
1999 $ 0
Compensation Committee. The Compensation Committee of the Board of
Directors is comprised of Messrs. James E. Shipley and William V. Perry. The
Committee makes decisions regarding the Company's employee stock plan and makes
decisions concerning salaries and incentive compensation for the executive
officers, employees and consultants of the Company.
1996 Stock Option, SAR and Stock Bonus Plan. The Company has reserved
shares of Common Stock for issuance under the Company's 1996 Stock Option, SAR
and Stock Bonus Plan (the "Plan"), as amended. At September 30, 1999, no
options or stock bonuses covering shares of Common Stock had been granted and
issued under the Plan to any employees, officers or directors. During fiscal
year 1999, the Company issued 8,250,263 shares
<PAGE>
of common stock as stock bonuses in consideration of various consulting
agreements with third parties, and as payment for legal fees and costs incurred
by the Company. These stock bonuses were issued pursuant to that certain
Registration Statement on Form S-8 which became effective on January 30, 1998.
During fiscal year 1999, a total of 3,500,000 options to purchase Common Stock
were issued in connection with certain acquisition agreements. Subsequent to
year-end these options were cancelled. The members of the Stock Option Committee
that administer the Plan are presently James E. Shipley and William V. Perry.
401(k) Plan. In August 1997, the Company adopted a Section 401(k)
Retirement Savings Plan (the "401(k) Plan"). The 401(k) Plan is a tax-qualified
plan covering Company employees who, as of the enrollment eligibility dates
under the 401(k) Plan, have completed at least six months of service with the
Company and elect to participate in the 401(k) Plan. The Company may make
discretionary matching cash contributions to each participant based upon his or
her elective deferrals in a percentage determined by the Company prior to the
end of each plan year, and may make additional contributions in its sole
judgment. All employee contributions are fully vested at all times and
contributions by the Company to the 401(k) Plan vest over a six-year period
based upon years of service. Benefits will normally be distributed to an
employee upon (i) the employee reaching age 65, (ii) the employee's retirement
with the Company, (iii) the employee's death or disability, (iv) the termination
of the employee's employment with the Company, or (v) the termination of the
401(k) Plan. As of January 1, 1999, the Company terminated the 401(k) Plan with
respect to additional contributions and/or new participants. The 401(k) Plan
continues to be in effect for employees and former employees who have not
elected to withdraw their accounts. As of September 30, 1999, there were 14
remaining participants in the 401(k) Plan.
Board Compensation. Directors of the Company may be compensated by
the Company for meeting attendance by a monthly directors' fee of $2,000, and
are entitled to reimbursement for their travel expenses. From time to time,
directors who are not employees of the Company will receive grants of options to
purchase the Company's Common Stock or stock bonuses. The Company does not pay
additional amounts for committee participation or special assignments of the
Board of Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------
The total number of shares of Common Stock of the Company beneficially
owned by each of the officers and directors, and all of such directors and
officers as a group, and their percentage ownership of the outstanding capital
stock of the Company as of September 30, 1999, are as follows:
Shares Percent of
Management Beneficially Outstanding
Shareholders(1) Owned(1) Stock
--------------- ------------ -----------
William V. Perry........................ 290,470(2) 1.10%
3200 Bristol, 8/th/ Floor
<PAGE>
Shares Percent of
Management Beneficially Outstanding
Shareholders(1) Owned(1) Stock
--------------- ------------ -----------
Costa Mesa, California 92626
Ann L. Petersen............................
Star Route 5080 6,250 0.02%
Keaau, Hawaii 96749
James E. Shipley........................... 813,375(4) 3.08%
3200 Bristol, 8/th/ Floor
Costa Mesa, California 92626
Vincent Rinehart........................... 2,600,000(3) 9.87%
3200 Bristol, 8/th/ Floor
Costa Mesa, California 92626
Directors and officers as a group
(4) persons, including the above)......... 3,710,095 14.08%
(1) Except as otherwise noted, it is believed by the Company that all
persons have full voting and investment power with respect to the shares,
except as otherwise specifically indicated. Under the rules of the
Securities and Exchange Commission, a person (or group of persons) is
deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days, such as warrants or options to purchase the Common Stock of
the Company.
(2) Represents shares of the Company owned by Win, Win, Solver Group,
Inc., a corporation owned by Mr. Perry. It also includes 13,688 shares
held by a trust of which Mr. Perry is the trustee. He is not a beneficiary
of the trust, and disclaims any ownership of its securities.
(3) Represents shares of the Company owned by AMRES Holdings, LLC, a
corporation beneficiary owned by Mr. Reinhart. Mr. Rinehart is President
of the Company's subsidiary, American Residential Funding, Inc.
Corporation. On February 22, 2000, as a condition of the sale by the
Company of the capital stock of Residential Mortgage Corporation, AMRES
Holdings, LLC caused 600,000 shares of EMB Corporation common stock to be
returned to the Company for cancellation.
(4) Represents shares of the Company owned by World Trends Financial,
Ltd., a corporation beneficially owned by Mr. Shipley.
Security Ownership of Certain Beneficial Owners
The following table sets forth information with respect to the beneficial
ownership of each class of equity securities of the Company by each shareholder
who beneficially owns more
<PAGE>
than five percent (5%) of each class of the Company's equity securities, the
number of shares beneficially owned by each and the percent of such class of
equity securities so owned of record as of September 30, 1999. The Company has
three outstanding classes of equity securities: Common Stock, Series A preferred
stock and Series B preferred stock. It is believed by the Company that all
persons listed have sole voting and investment power with respect to their
shares, except as otherwise indicated.
<TABLE>
<CAPTION>
Name and Address
Of Amount and Nature of Percent of Class of
Beneficial Owner Title of Class Beneficial Ownership Equity Securities
---------------- -------------- -------------------- -----------------
<S> <C> <C> <C>
Sterling Alliance Group, Ltd. (1) Common Stock 3,375,000 12.81%
575 Anton Blvd., Suite 300
Costa Mesa, California 92626
AMRES Holdings , LLC Common Stock 2,600,000 9.87%
4425 Atlantic Ave., Ste. A-15
Long Beach, California 90807 (2)
Millenco, L.P. 8% Conv. 13,514 100%
111 Broadway, 20/th/ Floor Preferred Stock,
New York, New York 10006 Series A
10% Conv. 97,500 100%
Preferred Stock,
Series B
</TABLE>
(1) Sterling Alliance Group, Ltd., ("SAG") is a Colorado corporation. Certain
directors and officers of the Company are stockholders.
(2) On February 22, 2000, AMRES Holdings, LLC caused 600,000 of these shares
to be returned to the Company for cancellation. (See Item 11, captioned
"Securities Ownership of Certain Beneficial Owners and Management",
footnote 3, Supra.
-----
Item 12. Certain Relationships and Related Transactions.
----------------------------------------------
Effective March 12, 1997, the Company issued a promissory note in the
principal amount of $100,000 to James E. Shipley for advances made to the
Company. The note bears interest at 7% per annum and is due on March 12, 1998.
Mr. Shipley also made additional advances to the Company. As a result, the
Company was indebted to World Trends Financial, Ltd., an affiliate of Mr.
Shipley in the amount of $1,167,857 as of September 30, 1999.
Item 13. Exhibits and Reports on Form 10-KSB.
-----------------------------------
(a) Exhibits:
--------
<PAGE>
3.1 Restated Articles of Incorporation of EMB Corporation are
incorporated by reference to Exhibit 3(i) to the Registrant's
registration statement on Form 10-SB (No. 1-11883), filed with the
Commission on June 28, 1996 (the "Form 10-SB").
3.2 The Bylaws of the Registrant are incorporated by referenced to
Exhibit 3(ii) of Form 10-SB of the Registrant.
10(a) The Asset Acquisition Agreement dated December 16, 1995, with
Sterling Alliance Group, Ltd. is incorporated herein by reference to
Exhibit 10(a) to the Form 10-SB of the Registrant.
10(b) The Appraisal Report dated April 22, 1996, of real property (61
acres) in County of Monterey, California by National Appraisal
Service is incorporated herein by reference to Exhibit 10(b) to the
Form 10-SB of the Registrant.
10(c) The Appraisal Report as of December 7, 1994, of 4.89 acres in
Counter of Riverside, California, by Tyna M. Stopnik is incorporated
herein by reference to Exhibit 10(c) to the Form 10-SB of the
Registrant.
10(d) The License Agreement with Virtual Lending Technology, Inc. is
incorporated herein by reference to Exhibit 10(d) to the Form 10-SB
of the Registrant.
10(e) The Seller Agreement between ICI Funding Corporation and EMB
Mortgage Banc, Ltd. is incorporated herein by reference to Exhibit
10(e) to the Form 10-SB of the Registrant.
10(f) The 1996 Stock Option, SAR and Stock Bonus Plan is incorporated
herein by reference to Exhibit 10(f) to the Form 10-SB of the
Registrant.
10(g) The Sublease covering the executive offices of the Registrant
expiring March, 1997 is incorporated herein by reference to Exhibit
10(g) to the Form 10-SB of the Registrant.
10(h) The form of license agreement with customers of the Registrant is
incorporated herein by reference to Exhibit 10(h) to the Form 10-SB
of the Registrant.
<PAGE>
10(i) Residential Mortgage Loan Origination Agreement dated July 31, 1996,
with Orange County Federal Credit Union is incorporated by reference
to Exhibit 10(i) of Amendment No. 1 to the Form 10-SB of the
Registrant.
10(j) The Long Form Security (Installment) Land Contract with Power of
Sale dated December 30, 1996, is incorporated herein by reference to
Exhibit 7(c)(1) to the Form 8-K report of the Registrant filed on
January 9, 1997.
10(k) Stock Purchase Agreement dated November 1, 1997, regarding
acquisition of Investment Consultants, Inc., is incorporated herein
by reference to Exhibit 10(k) to Form 10-KSB report of the
Registrant for the period ended September 30, 1997 filed on January
13, 1998.
10(l) ICI Master Commitment to purchase loans under ConformPlus program
dated October 21, 1997 is incorporated herein by reference to
Exhibit 10(l) to Form 10-KSB report of the Registrant for the period
ended September 30, 1997 filed on January 13, 1998.
10(m) ICI Master Commitment to purchase second deed trust mortgage deeds
dated September 12, 1997 is incorporated herein by reference to
Exhibit 10(m) to Form 10-KSB report of the Registrant for the period
ended September 30, 1997 filed on January 13, 1998.
10(n) ICI Master Commitment to purchase jumbo and conforming residential
mortgages dated September 4, 1997 is incorporated herein by
reference to Exhibit 10(n) to Form 10-KSB report of the Registrant
for the period ended September 30, 1997 filed on January 13, 1998.
10(o) Master agreement for sale of mortgages with ContiMortgage
Corporation is incorporated herein by reference to Exhibit 10(o) to
Form 10-KSB report of the Registrant for the period ended September
30, 1997 filed on January 13, 1998.
10(p) Sale agreement for purchase of mortgage loans with the Mortgage
Authority, Inc. dated April 3, 1997 is incorporated herein by
reference to Exhibit 10(p) to Form 10-KSB report of the Registrant
for the period ended September 30, 1997 filed on January 13, 1998.
10(q) Mortgage loan Seller/Servicer Agreement with First Union National
Bank of North Carolina dated March 16, 1997 is incorporated herein
by reference to Exhibit 10(q) to Form 10-KSB report of the
Registrant for the period ended September 30, 1997 filed on January
13, 1998.
10(r) Mortgage Purchase Agreement with Resource Bancshares Mortgage Group,
Inc. dated March 10, 1997 is incorporated herein by reference to
Exhibit 10(r) to
<PAGE>
Form 10-KSB report of the Registrant for the period ended September
30, 1997 filed on January 13, 1998.
10(s) Stock Purchase Agreement with Linda K. Gregg dated November 1, 1997,
regarding agreement of Preferred Holding Group, Incorporated is
incorporated herein by reference to Exhibit 10(s) to Form 10-KSB
report of the Registrant for the period ended September 30, 1997
filed on January 13, 1998.
10(t) Purchase Agreement with e-Net Financial corporation is incorporated
herein by reference to Exhibit 10.1 to Form 8-K/A report of the
Registrant filed on April 11, 2000.
21.1 Description of the subsidiaries of the Registrant is incorporated by
reference to Exhibit 21.1 to Form 10-KSB report of the Registrant
for the period ended September 30, 1998 filed on November 8, 1999.
(b) Reports on Form 8-K. The Registrant did not file any reports on Form
-------------------
8-K during the last quarter of the period covered by this report.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: EMB Corporation
By: /s/ James E. Shipley
--------------------
James E. Shipley, President
In connection with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: April 11, 2000
By: /s/ James E. Shipley /s/ William V. Perry
--------------------------------- ----------------------------------
James E. Shipley William V. Perry
Director, President and Principal Director, Executive Vice President
Financial and Accounting Officer and Secretary
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report................................................................. F-2
Consolidated Financial Statements:
Consolidated Balance Sheet as of September 30, 1999...................................... F-3
Consolidated Statements of Operations for the years ended
September 30, 1999 and 1998............................................................ F-4
Consolidated Statements of Shareholders' Equity (Deficit) for the
years ended September 30, 1999 and 1998............................................... F-5
Consolidated Statements of Cash Flows for the years ended
September 30, 1999 and 1998............................................................ F-7
Notes to Consolidated Financial Statements............................................... F-8
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
EMB Corporation and Subsidiaries:
We have audited the accompanying consolidated balance sheet of EMB Corporation
(a Hawaii corporation) and subsidiaries (the "Company") as of September 30,
1999, and the related consolidated statements of operations, shareholders'
equity (deficit), and cash flows for each of the years in the two-year period
ended September 30, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EMB Corporation and
subsidiaries as of September 30, 1999, and the results of their operations and
their cash flows for each of the years in the two-year period ended September
30, 1999, in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has generated recurring losses
from operations, has a significant working capital deficiency and requires
capital in order to meet its obligations. These conditions, among others, raise
substantial doubt as to the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 2.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ McKennon, Wilson & Morgan, LLP
Irvine, California
March 31, 2000
F-2
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of September 30, 1999
<TABLE>
ASSETS
<S> <C>
Current assets:
Cash $ 1,072
Restricted cash (Note 2) 37,116
Other current assets 12,952
------------
Total current assets 51,140
Property and equipment, net 4,161
Land held for sale (Note 5) 43,000
Goodwill, net of accumulated amortization of
$284,465 (Note 3) 3,379,723
Other assets 63,141
------------
$ 3,541,165
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 499,242
Note payable to related party (Note 8) 1,167,857
Net liabilities of discontinued operations (Note 4) 5,331,306
Notes payable (Note 7) 238,805
------------
Total current liabilities 7,237,210
Convertible notes payable (Note 9) 1,700,000
------------
Total liabilities 8,937,210
------------
Commitments and contingencies (Note 10)
Shareholders' deficit: (Notes 9 and 11)
Series A convertible preferred stock, no par value;
13,514 shares issued and outstanding 20,725
Series B convertible preferred stock, no par value;
97,500 shares issued and outstanding 183,100
Common stock, no par value; 30,000,000 shares authorized,
26,790,755 shares issued and outstanding 21,446,393
Accumulated deficit (27,046,263)
------------
Total shareholders' deficit (5,396,045)
------------
$ 3,541,165
============
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Operating expenses-
General and administrative $ 845,567 $ 1,050,280
------------- ------------
Other (income) expense:
Interest income (4,654) (34,875)
Interest expense 181,687 482,131
Other - 38,867
------------- ------------
177,033 486,123
------------- ------------
Loss before income taxes (1,022,600) (1,536,403)
Provision for income taxes 800 800
------------- ------------
Loss from continuing operations (1,023,400) (1,537,203)
Loss from discontinued operations (10,849,771) (6,325,723)
------------- ------------
Net loss $ (11,873,171) $ (7,862,926)
============= ============
Basic and dilutive per common share:
Continuing operations $ (0.06) $ (0.17)
============= ============
Discontinued operations (0.67) (0.70)
============= ============
Net loss $ (0.73) $ (0.87)
============= ============
Basic and dilutive weighted average shares 16,219,385 9,037,846
============= ============
</TABLE>
See accompanying notes to consolidated financial statements
F-4
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For the Years Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
Series A Convertible Series B Convertible Common
Preferred Preferred Common Stock Stock Accumulated
Shares Amount Shares Amount Shares Amount Subscribed Deficit
---------- ---------- ---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, October 1, 1997 648,648 $1,009,000 - $ - 7,535,942 $ 7,116,357 $ (100,000) $(6,345,616)
Shares issued for acquisition
of PHG - - - - 100,000 191,000 - -
Shares issued for acquisition
of ICI - - - - 400,000 684,000 - -
Shares issued for acquisition
of ATC, as amended - - - - 100,000 171,000 - -
Cancellation of shares issued
in connection with joint
venture - - - - (1,000,000) (1,137,500) - -
Shares issued for services
rendered - - - - 1,434,000 2,311,897 - -
Shares issued for capital
raising activities - - - - 350,000 273,000 - -
Shares issued in connection with
master funding agreements - - - - 405,000 450,000 - -
Redemption of A Preferred (486,486) (756,972) - - - - - (586,619)
Issuance of B Preferred - - 675,000 1,281,750 - - - -
Shares issued for conversion
of convertible notes - - - - 693,152 390,320 - -
Shares issued for conversion
of A Preferred (54,865) (85,563) - - 182,214 85,563 - -
Shares issued for conversion
of B Preferred - - (175,000) (350,000) 350,000 350,000 - -
Write off of subscriptions
receivable - - - - - (287,875) 100,000 -
Valuation of beneficial
conversion feature on
convertible notes - - - - - 733,333 - -
Valuation of beneficial
conversion feature on B
Preferred - - - - - 225,000 - (225,000)
<CAPTION>
Shareholders'
Equity (Deficit)
----------------
<S> <C>
Balances, October 1, 1997 $ 1,679,741
Shares issued for acquisition
of PHG 191,000
Shares issued for acquisition
of ICI 684,000
Shares issued for acquisition
of ATC, as amended 171,000
Cancellation of shares issued
in connection with joint
venture (1,137,500)
Shares issued for services
rendered 2,311,897
Shares issued for capital
raising activities 273,000
Shares issued in connection with
master funding agreements 450,000
Redemption of A Preferred (1,343,591)
Issuance of B Preferred 1,281,750
Shares issued for conversion
of convertible notes 390,320
Shares issued for conversion
of A Preferred -
Shares issued for conversion
of B Preferred -
Write off of subscriptions
receivable (187,875)
Valuation of beneficial
conversion feature on
convertible notes 733,333
Valuation of beneficial
conversion feature on B
Preferred -
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For the Years Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
Series A Convertible Series B Convertible Common
Preferred Preferred Common Stock Stock Accumulated
Shares Amount Shares Amount Shares Amount Subscribed Deficit
---------- ---------- ---------- ----------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Value of warrants issued with
convertible notes - - - - - 40,050 - -
Value of warrants issued with
B Preferred - - - - - 152,931 - (152,931)
Net Loss for year - - - - - - - (7,862,926)
---------- ---------- ---------- ----------- ---------- ----------- ---------- ------------
Balances, September 30, 1998 107,297 $ 166,465 500,000 $ 931,750 10,550,308 $11,749,076 $ - $(15,173,092)
Shares issued for services
rendered - - - - 8,250,263 4,654,580 - -
Fair value of officer services - - - - - 125,000 - -
Shares issued for acquisition
of AMRES, including shares
issued as direct acquisition
costs - - - - 2,940,000 2,391,715 - -
Shares issued for acquisition
of RMC, including shares issued
as direct acquisition costs - - - - 835,000 676,289 - -
Value of options issued in
connection with acquisition of
AMRES - - - - - 662,500 - -
Shares issued connection with
VPN.COM partners joint venture - - - - 450,000 292,843 - -
Shares issued for conversion of
A Preferred (93,783) (145,740) - - 741,960 145,740 - -
Shares issued for conversion of
B Preferred - - (402,500) (748,650) 3,023,224 748,650 - -
Net Loss for year - - - - - - - (11,873,171)
---------- ---------- ---------- ----------- ---------- ----------- ---------- ------------
Balances, September 30, 1999 13,514 $ 20,725 97,500 $ 183,100 26,790,755 $21,446,393 $ - $(27,046,263)
========== ========== ========== =========== ========== =========== ========== ============
<CAPTION>
Shareholders'
Equity (Deficit)
----------------
<S> <C>
Value of warrants issued with
convertible notes 40,050
Value of warrants issued with
B Preferred -
Net Loss for year (7,862,926)
------------
Balances, September 30, 1998 $ (2,325,801)
Shares issued for services
rendered 4,654,580
Fair value of officer services 125,000
Shares issued for acquisition
of AMRES, including shares
issued as direct acquisition
costs 2,391,715
Shares issued for acquisition
of RMC, including shares issued
as direct acquisition costs 676,289
Value of options issued in
connection with acquisition of
AMRES 662,500
Shares issued connection with
VPN.COM partners joint venture 292,843
Shares issued for conversion of
A Preferred -
Shares issued for conversion of
B Preferred -
Net Loss for year (11,873,171)
------------
Balances, September 30, 1999 $ (5,396,045)
============
</TABLE>
See accompanying notes to consolidated financial statements
F-6
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOWS
For the Years Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(11,873,171) $(7,862,926)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services 4,654,581 2,311,897
Amortization of common stock issued for debt financings 150,500 310,125
Fair value of beneficial conversion for debt - 508,333
Provision for settlement of Monterey land agreement - 200,000
Write off for impairment of fixed assets 500,000 -
Write off for impairment of goodwill 916,710 -
Write off for impairment of loans receivable 671,377 -
Write off of VPN.COM joint venture 292,843 -
Fair value of officer services 125,000 -
Write-off of notes receivable from officers and employees 9,500 245,600
Depreciation and amortization 517,302 199,713
Changes in operating assets and liabilities:
Mortgage loans held for sale 12,717,505 (6,125,267)
Other current assets 265,263 75,976
Accounts payable and accrued liabilities 1,068,897 564,071
Payroll taxes payable 1,315,975 1,919,850
Other current liabilities (275,457) 279,630
------------ -----------
Net cash provided by (used) in operating activities 11,056,825 (7,372,998)
------------ -----------
Cash flows from investing activities:
Purchases of property and equipment (35,611) (218,459)
Payments (Loans) made on related party receivable - 39,139
Cash received from acquisitions 44,960 16,607
Decreases (Increases) in other assets 58,666 (3,419)
------------ -----------
Net cash provided by (used in) investing activities 68,015 (166,132)
------------ -----------
Cash flows from financing activities:
Borrowings (repayments) on warehouse line of credit, net (12,716,722) 6,186,984
Payments under capital lease obligations (133,606) (70,311)
Borrowings under notes payable 687,354 264,457
Proceeds from related party borrowings 1,044,367 -
Repurchase of A Preferred - (1,343,591)
Proceeds from issuance of B Preferred, net - 1,281,750
Proceeds from issuance of convertible notes payable - 1,200,000
------------ -----------
Net cash provided by (used in) financing activities (11,118,607) 7,519,289
------------ -----------
Net (decrease) increase in cash 6,233 (19,841)
Cash at beginning of year 41,568 61,409
------------ -----------
Cash at end of year $ 47,801 $ 41,568
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements
F-7
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND HISTORY
EMB Corporation (formerly Pacific International, Inc.) (the "Company") was
incorporated under the laws of the State of Hawaii on May 5, 1960. Effective
December 16, 1995, the Company acquired the net assets of Sterling Alliance
Group, Ltd. ("SAG") which included 100% ownership in Electronic Mortgage Banc,
Ltd. now EMB Mortgage Corporation ("EMB Mortgage") and certain land held for
sale in Monterey County, California. The Company was inactive at the time of the
acquisition. For financial statement purposes, the transaction was recorded as a
recapitalization of SAG.
In fiscal 1998, the Company expanded its mortgage banking operations through its
acquisitions of Investment Consultants, Inc. ("ICI") and Preferred Holding
Group, Inc. ("PHG"). In fiscal 1999, the Company ceased its mortgage banking
operations of EMB Mortgage and divested itself of the assets of ICI and PHG due
to an economic downturn in the mortgage banking industry. Later in fiscal 1999,
the Company began slowly to recommence its mortgage banking operations through
acquisitions of American Residential Funding ("AMRES") and Residential Mortgage
Corporation ("RMC"). AMRES operates four branch offices in the United States,
and 52 net branches to originate loans. Net branches are an origination
extension of AMRES through independent real estate brokers.
On January 12, 2000, the Company's Board of Directors adopted a plan to
discontinue the operations of its mortgage banking activities. The sale of AMRES
by letter of intent dated January 12, 2000 (Note 3), will cause all such
activities to be substantially ceased.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Discontinued Operations
The accompanying consolidated financial statements have been retroactively
adjusted to reflect the discontinuation of the mortgage banking operations for
all periods presented.
The Company's historical practice has been to incur indebtedness and expenses
for its consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Consequently, interest expense has been allocated
to discontinued operations based on the net assets and/or based on use of
proceeds, whichever is more clearly determinable. Certain indirect expenses have
been allocated to subsidiary operations based on revenues.
The costs incurred to complete the sale of AMRES, consisting primarily of
financial advisory, legal and accounting have not been accrued since the Company
expects to realize a gain from the sale of these operations, and will be
recorded upon the close of the transaction.
F-8
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Going Concern
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. Since 1996, the Company has
incurred significant losses from operations and at September 30, 1999, the
Company had a working capital deficit of $5.8 million. The Company requires
immediate proceeds from a financing or from the sale of its assets to meet its
current obligations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management is seeking private equity and
debt capital, as well as a buyer for its land in Monterey County, California. On
January 12, 2000, the Company entered into an arrangement to sell its 100%
interest in the common stock of AMRES in a transaction which may generate the
Company cash of $4,000,000 and restricted common stock, if successful. There are
no assurances that proceeds from the sources discussed above will be available
on acceptable terms or at all. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Principles of Consolidation
The consolidated financial statements include the accounts of EMB Corporation
and its subsidiaries. All material inter-company accounts and transactions have
been eliminated in consolidation.
Significant Estimates
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and reported
revenues and expenses. Actual results may differ from these estimates.
Allocation of Expenses and Related Disclosure
In accordance with Securities and Exchange Commission ("SEC"), Staff Accounting
Bulletin ("SAB") Topic 1:b.1 "Allocation of expenses and related disclosure in
consolidated financial statements", the Company has reflected in operations the
estimated fair value of unpaid services by its Chief Executive Officer amounting
to $125,000 for the year ended September 30, 1999. Such amounts are reflected
as contributed capital since the estimated fair value of these services will not
be paid by the Company.
Property and Equipment
Property and equipment is stated at cost, and depreciation is computed using the
straight-line method over the following estimated useful lives:
Equipment Five to seven years
Furniture and fixtures Seven to ten years
Leasehold improvements Life of lease or asset which ever is shorter
Maintenance and repairs are charged to operations as incurred, and major
improvements are capitalized. Upon retirement, sale, or other disposition, the
related cost and accumulated depreciation are eliminated from the respective
accounts and any gain or loss on disposition is reflected in operations.
F-9
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill
Goodwill represents the excess of purchase price over the fair value of the net
assets of acquired businesses. Goodwill is amortized on a straight-line basis
over the expected periods to be benefited. For transactions effected in fiscal
1998, management originally estimated the period to be benefited at
approximately seven (7) years. The Company assesses the recoverability of this
intangible asset quarterly, by determining whether the amortization of the
goodwill balance over its remaining life can be recovered through projected
undiscounted cash flows. The amount of goodwill impairment, if any, is measured
based on projected undiscounted cash flows and is charged to operations in the
period in which goodwill impairment is determined by management. During the
years ended September 30, 1999, and 1998, charges to operations related to
goodwill amounted to $330,706 and $58,592, respectively. Also see Note 3.
Impairment of Long-Lived Assets
The Company accounts for impairment of long-lived assets under the provisions of
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of." This statement requires that long-lived assets and goodwill be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.
Revenue and Cost Recognition - Land Held for Sale
Land acquisition costs have been capitalized and they will be charged to
earnings when the related sale is recognized. Other costs incurred in connection
with the land are charged to earnings when incurred.
Debt Issue Costs
Fees incurred in connection with the issuance of debt instruments are
capitalized and amortized using the effective interest method over the
contractual life of such agreement. Debt issue costs are included in other
current assets in the accompanying consolidated balance sheet.
Income Taxes
Income taxes are provided using the liability method of accounting in accordance
with SFAS 109, "Accounting for Income Taxes." A deferred tax asset or liability
is recorded for temporary differences between financial and tax reporting bases.
A valuation allowance is recorded when it is unlikely that the net deferred tax
assets will be realized through future operations.
Per Share Information
F-10
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Basic per share information is computed using the net loss divided by the
weighted average number of common shares outstanding for the period. Diluted per
share information reflects the potential dilution that could occur from common
shares issuable through stock options, warrants and other convertible
securities. Common stock equivalents have been excluded from the calculation of
the weighted average shares outstanding as their effects are anti-dilutive.
Stock-Based Compensation
During 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which defines a fair value based method of accounting for stock-
based compensation. However, SFAS No. 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using the intrinsic method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."
Entities electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income and earnings per share, as if the fair value
method of accounting defined in SFAS No. 123 had been applied. The Company has
elected to account for its stock-based compensation to employees under APB 25.
Comprehensive Income
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting the components of comprehensive
income and requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be included in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income includes net income, as well as
certain non-shareholder items that are reported directly within a separate
component of stockholders' equity and bypass net income. The Company has adopted
the provisions of this statement during the current fiscal year, with no impact
on the accompanying financial statements.
Disclosures about Segments of an Enterprise and Related Information
In June 1997, the FASB issued SFAS 131, "Disclosures About Segments of an
Enterprise and Related Information." The provisions of this statement require
disclosures of financial and descriptive information about an enterprise's
operating segments in annual and interim financial reports issued to
stockholders. This statement defines an operating segment as a component of an
enterprise that engages in business activities that generate revenue and incur
expense, whose operating results are reviewed by the chief operating decision-
maker in the determination of resource allocation and assessing performance, and
for which discrete financial information is available.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal quarters or fiscal
years beginning after June 15, 2000. SFAS No. 133 establishes standards for the
accounting and reporting of derivative instruments and hedging activities,
including certain derivative instruments embedded in other contracts. Under SFAS
No. 133, entities are required to carry all derivative instruments at fair value
on their balance sheets. The accounting for changes in the fair value (i.e.,
gains or losses) of a derivative instrument depends on whether it has been
F-11
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
designated and qualifies as part of a hedging activity and the underlying
purpose for it. The Company does not believe that the adoption of SFAS No. 133
will have a significant impact on the Company's consolidated financial
statements or related disclosures.
Financial Statement Reclassifications
Certain amounts reflected in the consolidated financial statements for the year
ended September 30, 1998 have been reclassified to conform to the presentation
for the year ended September 30, 1999.
NOTE 3 - ACQUISITIONS
Effective December 31, 1997, the Company consummated a stock purchase agreement
to acquire all of the issued and outstanding capital stock of ICI in exchange
for the issuance of 400,000 shares of the Company's common stock fairly valued
at $684,000. The agreement was accounted for under the purchase method with the
excess of cost over the fair value of the net assets acquired of $732,376
allocated to goodwill (see Note 2). On March 13, 1999, the Company and ICI
rescinded the stock purchase agreement, whereby the Company would forfeit the
400,000 shares of common stock issued in connection with the original agreement.
Accordingly, the Company charged discontinued operations (Note 4) for
unamortized goodwill totaling $670,602 in fiscal 1999.
Effective December 31, 1997, the Company entered into a stock purchase to
purchase all of the outstanding shares of capital stock of PHG in exchange for
100,000 shares of the Company's common stock fairly valued at $191,000. The
agreement was accounted for under the purchase method with the excess of cost
over the fair value of the net assets acquired of $156,376 allocated to
goodwill. Upon consummation of the acquisition, PHG changed its name to EMB
Financial Services, Inc. As discussed in Note 1, the Company ceased operations
of its mortgage banking operations, which included the operations of PHG.
Accordingly, the Company charged discontinued operations for unamortized
goodwill totaling $139,932 in fiscal 1999.
Effective December 23, 1997, the Company entered into a stock purchase agreement
to acquire all common shares of AmerTeleCon, Inc. ("ATC"). In connection with
this agreement, as amended, the Company issued 100,000 shares of common stock,
fairly valued at $171,000. The agreement was accounted for under the purchase
method with the excess of cost over the fair value of the net assets acquired of
$135,133 allocated to goodwill. The Company determined that the fair value of
ATC had diminished substantially in fiscal 1999, thus the Company charged to
discontinued operations the remaining amount of unamortized goodwill totaling
$106,176.
On May 7, 1999, the Company entered into a stock purchase agreement to purchase
all of the outstanding common shares of AMRES in exchange for 2,000,000 shares
of the Company's common stock fairly valued at $1,567,230. The agreement was
accounted for under the purchase method with the excess of the fair value over
the net assets acquired of $1,500,913 allocated to goodwill. Pursuant to such
agreement the shareholder of AMRES received options to purchase the Company's
common stock at various exercise prices. In connection therewith, 1,250,000
share options were issued on the date of acquisition, exercisable at 85% of the
fair market value of the stock in the week of exercise. These options expire on
May 31, 2002. Additionally 500,000 share options will be granted every June 1
from the year 2000 to 2003 for an aggregate of 2,000,000 additional share
options. The exercise price of these
F-12
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
options starts at $1.50 for the first yearly grant, and increases by $0.50 every
issuance thereafter. The options vest immediately and expire three years from
the grant date. These options were valued at $662,500 which was allocated to
goodwill. The options were valued using the Black Scholes valuation model. Prior
to September 30, 1999, the Company canceled the 2,000,000 additional options
that were to be granted and on April 6, 2000 the Company cancelled all remaining
share options.
On May 7, 1999, the Company entered into a stock purchase agreement for all of
the capital stock of RMC in exchange for 600,000 shares of the Company's common
stock fairly valued at $470,169. The agreement was accounted for under the
purchase method with the excess of the fair value over the net assets acquired
of $470,169 allocated to goodwill. On February 22, 2000, the Company entered
into an agreement to sell RMC to an unrelated party.
In connection with the acquisitions of AMRES and RMC, the Company issued
1,175,000 shares of common stock valued at $1,030,605 to an unrelated party for
services rendered for the acquisitions. The value of such shares were included
in the purchase price of AMRES and RMC based on consideration given for the
respective companies. Amounts allocated to the purchase price of AMRES and RMC
were $824,486 and $206,120, respectively.
The unaudited pro forma statement of operations data for the years ended
September 30, 1999 and 1998 are not included herein since subsequent to
September 30, 1999, the Company discontinued its mortgage banking operations
(see Note 4).
NOTE 4 - DISCONTINUED OPERATIONS
The operating results of the discontinued mortgage banking operations are
summarized as follows:
<TABLE>
<CAPTION>
Years ended September 30,
1999 1998
------------ ------------
<S> <C> <C>
Revenues $ 5,688,131 $ 14,820,459
Operating expenses (16,537,902) (21,146,180)
------------ ------------
Net loss from discontinued operations (10,849,771) (6,325,723)
============ ============
The net liabilities of discontinued operations are summarized as follows as of
September 30, 1999:
Current assets $ 369,808
Property and equipment, net 517,162
Land 800,000
Other assets 40,643
Current liabilities, excluding payroll liabilities (2,295,777)
Payroll liabilities (3,235,825)
Notes payable (1,527,317)
------------
Net liabilities of discontinued operations $ (5,331,306)
============
</TABLE>
At September 30, 1999, the Company has unpaid federal and state payroll tax
liabilities of approximately $3.2 million, including estimated penalties and
interest. During the fiscal 1998 and 1999 payroll tax
F-13
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
deposits were not made through the date the Company ceased operations of EMB
Mortgage in 1999. Penalties and interest continue to accrue in fiscal 2000.
Certain officers may be held personally liable in the event the Company does not
satisfy these obligations.
In connection with the mortgage banking activities, the Company was required to
repurchase loans which failed within a specific period or were funded based on
fraudulent information provided by the debtor, which was not detected through
the Company's underwriting policies and procedures. In connection with the
repurchase of these assets from the Company's mortgage warehouse lender, the
Company issued a note totaling $923,976. The note bears no interest and was
payable on August 15, 1999. The note is currently in default and subject to a 5%
late fee. The note is secured by the land located in Monterey County,
California.
NOTE 5 - LAND HELD FOR SALE
SAG acquired approximately 61 acres of undeveloped land with water producing
rights and three wells in Monterey, California on December 11, 1995 from Golden
River Corp., an unrelated party. Each well can produce approximately 900,000
gallons of water per 24-hour period and the water supply is replenished from the
run-off of the surrounding mountains. SAG issued 200,000 shares valued at $4.00
per share as consideration. This land was sold on December 30, 1996 to an
unrelated party for $4,000,000, consisting of $800,000 cash and a note
receivable for $3,200,000 with interest at 12% per annum. The Company reported
this sale based on the deposit method, recovering the initial cost of the land
with the down payment.
The sale was rescinded on August 15, 1998. The Company returned the first
installment payment received totaling $422,867, and issued a convertible note as
reimbursement of the initial down payment made of $800,000, plus a severance fee
of $200,000, aggregating $1,000,000 (Note 10). The Company recorded the carrying
value of the land at $800,000, and it charged operations $200,000 relating to
the settlement in fiscal 1998. There is currently a lien on the Monterey land
for amounts due to IMPAC (Note 7).
The Company owns five acres of undeveloped land in Riverside County, California
zoned for residential construction. The carrying value of this land is
approximately $43,000. This land serves as collateral for amounts are due
totaling approximately $186,000 to an unrelated party for a judgment against the
Company.
NOTE 6 - INVESTMENTS IN JOINT VENTURES
On August 29, 1997, the Company entered into a joint venture with an unrelated
company. The Company obtained a 50% interest in the joint venture to further its
real estate mortgage business throughout Europe, Australia and New Zealand. The
Company contributed 1,000,000 restricted common shares to fulfill its
investment. On June 30, 1998, by mutual consent of the parties, the joint
venture agreement was rescinded. As a result, the 1,000,000 shares of Company's
common stock issued in connection with the joint venture were returned to the
Company for cancellation, with no gain or loss recorded in connection with this
rescission.
On March 6, 1999, the Company entered into a joint venture with Digital
Integrated Systems. The joint
F-14
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
venture was formed for the purposes of conducting a business of providing long
distance data and voice telecommunication services. These services were to be
performed under the joint venture name of VPN.com JV Partners. In connection
with this joint venture, the Company contributed 3,500,000 shares of restricted
common stock. Additionally, the Company issued 500,000 shares of common stock to
Paul Stevens for services in connection with the formation of the joint venture.
Later in 1999 the Company canceled the joint venture agreement and thus
canceling the 4,000,000 shares issued.
On October 23, 1998, the Company entered into a joint venture with Equicomm
Corporation ("ECC"), for the purposes of providing financial services and
guarantees for the benefit of licensed long distance data and voice
telecommunications carriers in Mexico. The Company issued 450,000 shares of its
common stock valued at $292,843 in connection with the joint venture. ECC has
made advances to the Company totaling $70,000 to be used for working capital.
Later in 1998 this joint venture was rescinded by both parties due to the
unlikely hood of the joint venture obtaining the required permits to engage in
business in Mexico. ECC requested repayment of the $70,000 of advances and the
Company settled such debt by allowing the venture partner to retain the shares.
As a result of this settlement the Company charged to operation in fiscal 1999
the net amount between the investment and the advances.
NOTE 7 - NOTES PAYABLE
At September 30, 1999, the Company had various unsecured demand notes payable
totaling $238,805 that bear interest at rates ranging from 10.5% to 12.75%.
Subsequent to year end, the Company converted accounts payable into a 10% note
payable with a prior legal services provider for $129,741 and requires the
Company to pay $5,000 per month for five months commencing on February 15, 2000.
The remaining portion of the note including interest and fees is due on August
1, 2000.
NOTE 8 - RELATED PARTY TRANSACTIONS
At September 30, 1999, the Company had a note payable to an officer of
$1,167,857 for contributions made to the Company for various uses. This note has
been increased by $735,862 from subsequent to year end to March 31, 2000. The
note bears interest at 7% per annum and is due on demand.
During 1999 and 1998, the Company wrote off various notes receivables from
officers and directors of the Company amounting to $9,500 and $245,600. Such
amounts were classified as compensation expense. There were no borrowings or
payments received in connection with these notes.
NOTE 9 - CONVERTIBLE NOTES PAYABLE
8% Convertible Notes
On January 30, 1998, the Company issued 8% convertible notes totaling $500,000
to non-U.S. persons in reliance upon Regulation S under the Securities Act of
1933. The notes were convertible into the Company's common stock at the lower of
a conversion rate of $2.375 per share or 75% of the average closing bid price
five days after the date of election. As additional consideration for the
issuance of these notes, the Company issued warrants to purchase 100,000 shares
of common stock at an exercise price of
F-15
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$2.375 per share, fairly valued at $40,050. Costs incurred related to this
offering amounted to $183,750, exclusive of the value of the warrants above. At
the time of issuance of such notes, the Company recorded $166,667 for the value
of the beneficial common stock conversion feature as an increase to additional
paid-in capital, with a corresponding charge to operations for interest, as
these notes were immediately convertible. The notes, originally due on January
30, 2000, were fully satisfied through the issuance of 693,152 shares of common
stock during the year ended September 30, 1998. The unamortized debt issue costs
of $109,680, were netted against the principal balance of $500,000, and
reflected in shareholders' equity at the time of conversion. The effective
interest rate on this note was in excess of 100%.
15% Convertible Notes
On July 6, 1998, the Company issued 15% convertible notes totaling $700,000. The
principal amount of the note is convertible into shares of the Company's common
stock at a conversion rate of $1.50 per share or 75% of the closing bid price of
the Company's common stock at the time of issuance, whichever is lower. Interest
is payable at maturity, or upon conversion on the notes, at 15% per annum. The
notes are due on July 6, 2000. At the time of issuance of such notes, the
Company recorded $233,333 for the value of the beneficial common stock
conversion feature as an increase to additional paid-in capital, with a
corresponding charge to operations for interest, as these notes were immediately
convertible. Costs and fees related to this offering amounted to $151,787. The
effective interest rate on this note is approximately 42% per annum.
On September 1, 1998, the Company issued 15% convertible notes in the principal
amount of $1,000,000, as part of the termination of the sale of land located in
Monterey, California in fiscal 1997 (see Note 5). The note is convertible into
shares of the Company's common stock at a conversion rate of $1.50 per share, or
75% of the closing bid price of the Company's common stock at the time of
issuance, whichever is lower. Interest is payable quarterly.. The notes are due
on September 1, 2000. At the time of the issuance of such notes, the Company
recorded approximately $340,000 for the beneficial common stock conversion
feature as an increase to additional paid-in capital, with a corresponding
charge to operations for interest as these notes were immediately convertible.
The Company incurred a cancellation fee totaling $200,000 which was charged to
operations in fiscal 1998. The effective interest rate on this note is
approximately 32% per annum.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases its office facilities located in Costa Mesa under operating
leases from an unrelated third party that expire at various dates, ranging from
one to three years. The Company also has various equipment leases that expire at
various dates ranging from one to three years. Rental expense for the years
ended September 30, 1999 and 1998, was $331,012 and $497,994, respectively.
Minimum future annual rental payments under the lease agreements are summarized
as follows:
Years Ending
F-16
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30
------------
2000 $357,580
2001 369,362
2002 204,813
2003 23,557
--------
$955,312
========
Additionally, the Company is subletting a portion of the facilities located in
Costa Mesa to an unrelated party. The lease provides for rent totaling $8,350 on
a month-to-month basis.
Litigation
On November 17, 1998, the Company settled a lawsuit with a prior lessor of
rental space. Under the terms of the judgement the Company is required to pay
$176,000 plus interest of 4.2% on the unpaid portion, plus the plaintiff's
attorney fees amounting to $10,000. Such amounts have been included in accrued
liabilities at September 30, 1999. There have been no payments by the Company
towards this obligation.
On August 17, 1999, a judgment of $129,519 was entered against the Company. The
suit was with a prior purchaser of loans who had requested that the Company
repurchase a loan due to underwriting deficiencies made by the Company. There
have been no payments by the Company towards this obligation. The Company
charged discontinued operations in fiscal 1999 for the amount of this judgment.
In September 1999, a judgment of $100,431 was entered against the Company. The
suit alleged that the Company had mistakenly withdrawn money out of a pledge
account that was to be used towards the Company's warehouse line of credit upon
defaults of loans sold to IMPAC. The Company charged discontinued operations in
fiscal 1999 for the amount of this judgment.
Throughout fiscal 1999, the Company has had numerous lawsuits from creditors for
payments on outstanding balances. Some of these lawsuits have resulted in
judgments against the Company and there have been numerous liens placed on the
Company's bank accounts. The majority of these claims are reflected as a
liability in the financial statements due to services provided or goods received
prior to the claims or judgments.
Additionally, as a result of the ceasing of operations in the first quarter in
fiscal 1999 of EMB Mortgage, the majority of the Company's employees were
terminated. At the time of termination the Company did not remit to the
terminated employees their final paychecks, which should have included time
earned and accrued vacation. As a result of this the Company has had numerous
claims and complaints filed against them with the Labor Board.
The Company is involved in certain claims and legal proceedings in which
monetary damages and other relief are sought. In some cases, the Company is
vigorously contesting these claims. However, these claims are preliminary, and
their ultimate outcome cannot presently be predicted. In other cases, the
F-17
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Company has settled or agreed to such demands. The majority of these claims were
already reflected as a liability in the financial statements due to services
provided or goods received prior to the claim. In any event, it is the opinion
of management that any liability of the Company for claims or proceedings will
not materially affect its financial position.
Consulting contracts
During fiscal 1999 the Company entered into various agreements for consulting
services for the purpose of locating private placement funds, acquisition and
joint venture opportunities. In connection with these agreements the Company
issued 8,250,263 shares of common stock valued at $4,654,580 in fiscal 1999.
There were no cash payments made toward these agreements in 1999. As of
September 30, 1999, the Company did not have any obligations to issue additional
amounts of common stock or tender cash under such agreements. Subsequent to
September 30, 1999 the Company entered into additional consulting contracts of
which 900,000 shares of common stock valued at $364,000 were issued.
NOTE 11 - SHAREHOLDERS' EQUITY (DEFICIT)
Shares Authorized
The Company is currently authorized to issue 30,000,000 shares of its common
stock and 5,000,000 shares of preferred stock.
As of March 31, 2000, the Company has issued 29,865,128 shares (unaudited). The
Company's outstanding dilutive securities which, upon conversion and/or
exercise, will exceed the authorized shares of the Company. The Company requires
shareholder approval to increase the number of shares outstanding from
30,000,000. In the event such approval is not obtained, the Company's board of
directors may be deemed to be negligent in its oversight activities, and may
have caused certain transactions to be void or invalid.
From time to time, the Board of Directors have approved the issuance of common
stock for services and assets. The Company follows a policy of using the closing
bid price or the average closing bid prices near the transaction closing date,
less a discount of approximately 15% for transferability restrictions, to
estimate the fair value of the services or assets received. In rare cases, the
Company uses the value of the assets received.
Series A, Convertible Preferred Stock
In August 1997, the Company designated 1,066,666 shares of its authorized
preferred stock as Series A, 8% Convertible Preferred Stock (the "A Preferred")
and sold 648,648 shares of A Preferred for $1,009,000, net of fees and
commissions of $191,000 in a private placement. As additional consideration, the
Company issued warrants to purchase 150,000 shares of the Company's common stock
at an initial exercise price of $1.85 per share. The A Preferred has a stated
value of $1.85 and is entitled to receive cumulative dividends at an annual rate
of $0.148 per share (8% per annum), payable quarterly when and if declared by
the Board of Directors and convertible, at any time at the option of the holder,
into shares of the Company's common stock at a conversion price equal to the
lesser of (a) $1.85 per share or (b) 75% of the average closing bid price of the
common stock during the five trading days
F-18
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
immediately preceding such conversion. In the event of any noticed conversion of
the A Preferred at a conversion price of less than $1.125 per common share, the
Company may, at its option, redeem the shares of the A Preferred, in whole or in
part, at an amount equal to 117% of the purchase price of the holder's A
Preferred plus an amount equal to accrued and unpaid dividends, if any, to (and
including) the date fixed for redemption, whether or not earned or declared.
Each share of A Preferred is entitled to vote on any matter submitted to the
shareholders as if the A Preferred had been converted into common stock, and
each share has a liquidation reference equal to $2.16.
On December 31, 1997, the Company repurchased 486,486 A Preferred shares in
connection with the issuance of B Preferred at $2.57 per share. Accordingly the
difference between the original purchase price and the repurchase price of
$493,297 was charged to accumulated deficit. In fiscal 1998, holders of 54,865
shares of A Preferred elected to convert their interests into 182,214 shares
common stock, as provided under the terms of the A Preferred. During fiscal
1999, the holders elected to convert 93,784 shares of A Preferred into 741,960
shares of common stock. At September 30, 1999, the Company had 13,514 shares of
its A Preferred outstanding with a carrying value of $20,725. Subsequent to year
end, the holders elected to convert the balance of 13,514 shares of A Preferred
into 68,499 shares of common stock.
Series B, Convertible Preferred Stock
Effective December 31, 1997, the Company issued 175,000 shares of Series B, 10%
Convertible Preferred Stock (the "B Preferred") for $2.00 per share or $350,000,
and issued 500,000 shares of B Preferred for the repurchase of 486,486 shares of
its outstanding A Preferred.
Series B Preferred has a stated value of $2.00 per share and is entitled to
receive cumulative dividends at an annual rate of $0.20 per share (10% per
annum), payable quarterly when and if declared by the Board of Directors and is
convertible, at any time at the option of the holder, into shares of the
Company's common stock at a conversion price equal to the lesser of (a) $1.50
per share or (b) 75% of the average closing bid price of the common stock during
the five trading days immediately preceding such conversion. In the event of any
noticed conversion of the B Preferred at a conversion price of less than $1.125
per common share then the Company may, at its option, redeem the shares of the B
Preferred, in whole or in part, at an amount equal to 117% of the purchase price
of the holder's B Preferred plus an amount equal to accrued and unpaid
dividends, if any, to (and including) the date fixed for redemption, whether or
not earned or declared. Each share of B Preferred is entitled to vote on any
matter submitted to the shareholders as if the B Preferred had been converted
into common stock, and each share has a liquidation reference equal to $2.375.
As additional consideration for the issuance of the B Preferred, the Company
issued warrants to purchase 400,000 shares of the common stock of the Company
exercisable at $2.375 per share. The estimated fair value of these warrants,
based on the Black-Scholes valuation model, amounted to $74,800 and,
accordingly, the Company charged Accumulated Deficit and increased Additional
Paid-in Capital in the accompanying statement of stockholders equity. In
connection with the issuance of the B Preferred shares in fiscal 1998, the
Company recorded $225,000 for the beneficial common stock conversion feature to
Additional Paid-in Capital and a corresponding charge to Accumulated Deficit in
the accompanying statement of stockholders' equity. Total fees incurred in
connection with the B Preferred amounted to approximately $68,250.
F-19
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During fiscal 1998, certain holders of B Preferred shares elected to convert
175,000 shares into 350,000 shares of common stock, as entitled under the terms
of the B Preferred. During fiscal 1999, the holders of 402,500 shares of B
Preferred elected to convert into 3,023,224 shares of common stock as provided
under the terms of the Preferred B. At September 30, 1999, the Company had
97,500 shares of B Preferred outstanding with a carrying value of $183,100.
Subsequent to year end, the holders elected to convert the balance of 97,500
shares of B Preferred into 540,674 shares of common stock.
Common Stock
During the first quarter of 1998, the Company issued 405,000 shares of common
stock, valued at $610,875, in connection with its master funding commitment.
During fiscal 1998, the Company issued 1,434,000 shares of common stock to
various non-affiliated persons or entities as consideration for consulting
services pursuant to various consulting agreements between the Company and those
persons or entities. The value of such transactions amounted to $2,311,897 and
was charged to discontinued operations in fiscal 1998
During fiscal 1999, the Company issued 8,250,263 shares of common stock to
various non-affiliated persons or entities as consideration for consulting
services pursuant to various consulting agreements between the Company and those
persons or entities. The value of such transactions amounted to $4,654,580 and
was charged to discontinued operations in fiscal 1999.
Subsequent to year end the Company issued 900,000 shares valued at $364,000 to
consultants for various services. Additionally, 1,550,000 shares of common stock
valued at $489,500 were issued to employees and certain affiliated individuals
of the Company for services rendered.
For additional common stock transactions in fiscal 1999 and 1998, refer to Note
3 for acquisitions of businesses, Note 11 for conversion of the 8% convertible
notes, above for conversion of certain A Preferred and B Preferred shares and
Note 15 for subsequent events.
Common Stock Purchase Warrants
The following table summarizes common stock warrant activity during the years
ended September 30, 1999 and 1998:
1999 1998
---- ----
Beginning balance 618,750 212,500
Issued 1,250,000 618,750
Exercised - -
Expired - (212,500)
--------- --------
Ending balance 1,868,750 618,750
========= ========
As of September 30, 1998, the exercise price of outstanding warrants range from
$1.50 - $2.50 and expire at various times through May 2002. See Note 3 for
discussion of warrants issued in fiscal 1999.
Common Stock Dilutive Securities
The table set forth below represents common stock reserved for common stock
equivalents and convertible securities at September 30, 1999 and 1998:
1999 1998
---- ----
Warrants 1,868,750 618,750
Series A, Convertible Preferred Stock 37,342 243,905
Series B, Convertible Preferred Stock 316,062 1,338,721
15% Convertible Notes 3,063,063 2,490,842
----------- -----------
5,285,217 4,692,218
=========== ===========
These common stock equivalents have been excluded from the calculation of the
weighted average shares outstanding, as their effects are anti-dilutive.
Subsequent to September 30, 1999, the Company cancelled warrants to purchase
1,250,000 shares of common stock granted in connection with the AMRES
acquisition.
NOTE 12 - INCOME TAXES
F-20
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At September 30, 1999, the Company had net operating loss carry-forwards for
federal and state income tax purposes totaling approximately $21.8 million and
$10.9 million, respectively, which for federal reporting purposes, begin to
expire in 2009 and fully expire in 2013. For state purposes, the net operating
loss carry-forwards begin to expire in 2000 and fully expire in 2002. The net
deferred tax assets at September 30,1999, before considering the effects of the
Company's valuation allowance amounted to approximately $8.1 million. The
Company provided an allowance substantially all its net deferred tax assets
since they are unlikely to be realized through future operations. The valuation
allowance for net deferred tax assets increased approximately $3.4 million and
$2.0 million during the years ended September 30, 1999 and 1998, respectively.
The Company's provision for income taxes differs from the benefit that would
have been recorded, assuming the federal rate of 34%, due to the valuation
allowance for net deferred tax assets.
NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash paid for interest and income taxes:
Interest $ - $ 65,437
Income taxes - -
Non-cash investing and financing transactions:
Capital lease obligations incurred for property and equipment - 430,555
Common stock canceled for investment
in joint venture - (1,137,500)
Conversion of notes into common stock, net of
of unamortized debt issue costs of $109,680 - 390,320
Common stock issued for acquisition of ICI - 684,000
Common stock issued for acquisition of PHG - 191,000
Common stock issued for acquisition of ATC - 171,000
Common stock issued for acquisition of AMRES 1,567,230 -
Common stock issued for acquisition of RMC 470,169 -
Common stock issued for direct acquisition costs in
connection with the acquisition of AMRES and RMC 2,061,211 -
Common stock issued for master funding agreement - 610,875
Common stock issued for services rendered in connection
with capital raising activities - 273,000
Value of warrants issued in connection with capital - 192,981
raising activities
Value of warrants issued in connection with AMRES 1,250,500 -
acquisition
Value of beneficial common-stock conversion features - 958,333
Common stock issued for services $4,654,580 $ 2,311,897
</TABLE>
NOTE 14 - RETIREMENT PLAN
F-21
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company adopted a 401(k) retirement plan effective August 1, 1997. As of the
adoption date, the plan covers all employees who are at least 21 years of age.
Thereafter, an employee must have four months of service and be at least 21
years of age to be eligible. Under the plan, the employees may contribute up to
15% of their compensation. The Company holds the right to make a discretionary
contribution. There were no contributions to the plan made by the Company for
the years ended September 30, 1999 and 1998.
NOTE 15 - SUBSEQUENT EVENTS
On February 14, 2000, the Company acquired all the issued and outstanding stock
of Titus Real Estate Corp. in exchange for 100,000 shares of the Company's
common stock fairly valued at $110,500.
On January 12, 2000, the Company agreed to sell to e-Net Financial.com Corp ("e-
Net")will acquire all of the outstanding stock, currently held by the Company,
of AMRES among other interests. In addition, the Company will transfer to e-Net
all of the rights of EMB to acquire Titus Asset Management ("Titus"), under an
existing Letter of Intent between the Company and Titus. In exchange, The
Company will receive 7,500,000 shares of common stock of the e-Net and cash in
the amount of $4,000,000. The acquisition purchase price will be determined
based on the average trading prices of e-Net common stock near the close of the
transaction. The estimated value of AMRES as negotiated by the parties was
approximately $20 million. The actual purchase price may differ at the time of
close. The Company expects to record a significant gain from the sale of AMRES
at the time of close. There are no assurances that the purchase will be
consummated.
See Notes 1, 8, 9, 10 and 11 for discussion of additional subsequent events.
F-22
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Name Page
- ----------- ------------ ----
23.1 Consent of McKennon Wilson
and Morgan LLP
27.1 Financial Data Schedule
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (File No. 333-94615)
of EMB Corporation of our report dated March 31, 2000 appearing on page F-2 of
this Form 10-KSB.
/s/ McKennon, Wilson & Morgan, LLP
----------------------------------
Irvine, CA
April 10, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> SEP-30-1999
<CASH> 1,072
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,140
<PP&E> 4,929
<DEPRECIATION> (768)
<TOTAL-ASSETS> 3,541,165
<CURRENT-LIABILITIES> 7,237,210
<BONDS> 1,700,000
0
203,825
<COMMON> 21,446,393
<OTHER-SE> (27,046,263)
<TOTAL-LIABILITY-AND-EQUITY> 3,541,165
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 181,687
<INCOME-PRETAX> (1,022,600)
<INCOME-TAX> 800
<INCOME-CONTINUING> (1,023,400)
<DISCONTINUED> (10,849,771)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,873,171)
<EPS-BASIC> (0.73)
<EPS-DILUTED> (0.73)
</TABLE>
