<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 23, 1999
--------------
HomeCom Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29204 58-2153309
--------------------------------------------------------------
(State or Other Jurisdiction of (Commission file Number) (I.R.S. Employer
Incorporation or Organization Identification No.)
3535 Piedmont Road, Atlanta, Georgia 30305
- ----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code : (404) 237-4646
---------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 23, 1999, HomeCom Communications, Inc., a Delaware corporation
(the "Company") acquired all of the outstanding shares of Ganymede Corporation
("Ganymede") for total consideration of 185,342 shares of common stock and
$100,000 cash. In addition, the Company entered into employment agreements with
the three principals of Ganymede, calling for them to continue in their current
roles for the acquired company.
The acquisition will be accounted for as a purchase. The purchase price
will be allocated to assets acquired and liabilities assumed based on their
estimated fair values. Results of operations for Ganymede will be included with
those of the Company for periods subsequent to the date of acquisition. The
Company will file a Registration Statement on Form S-3 with respect to the
resale of a portion of the shares of HomeCom Communications, Inc. Common Stock
issued in the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Page
----
Ganymede Corporation Financial Statements:
Independent Auditors' Report
Balance Sheet
Statement of Loss and Deficit
Statement of Cash Flows
Notes to Financial Statements
(b) Pro Forma Financial Information
Page
-----
Unaudited Pro Forma Combined Condensed Balance Sheet at
March 31, 1999
Unaudited Pro Forma Combined Condensed Statement of Operations
for the three months ended March 31, 1999
Unaudited Pro Forma Combined Condensed Statement of Operations
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(c) Exhibits
<S> <C> <C>
10.55* Stock Purchase Agreement by and among HomeCom Communications,
Inc. and Richard L. Chu, Joseph G. Rickard, John R. Winans,
Mario D'Agostino, Karen Moore, and John Kokinis, dated as of
April 23, 1999.
10.56* Employment Agreement between Ganymede Corporation and Richard
L. Chu, dated as of April 23, 1999.
10.57* Employment Agreement between Ganymede Corporation and John
Winans, dated as of April 23, 1999.
10.58* Employment Agreement between Ganymede Corporation and Joseph
G. Rickard, dated as of April 23, 1999.
10.59* Escrow Agreement by and among HomeCom Communications, Inc. and
Richard L. Chu, Joseph G. Rickard, John R. Winans, Mario
D'Agostino, Karen Moore, and John Kokinis, dates as of April
23, 1999.
10.60* Pledge and Security Agreement by and among HomeCom
Communications, Inc. and Richard L. Chu, Joseph G. Rickard,
John R. Winans, Mario D'Agostino, Karen Moore, and John
Kokinis, dates as of April 23, 1999.
23.1 Consent of Ostrow, Reisin, Berk & Abrams, Ltd.
</TABLE>
* Previously filed.
<PAGE> 3
[Ostrow Reisin Berk & Abrams, Ltd letterhead]
INDEPENDENT AUDITORS' REPORT
Board of Directors
Ganymede Corporation
Chicago, Illinois
We have audited the accompanying balance sheet of Ganymede Corporation as of
December 31, 1998, and the related statements of income and deficit and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ganymede Corporation as of
December 31, 1998, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Ostrow Reisin Berk & Abrams, Ltd
February 8, 1999
<PAGE> 4
GANYMEDE CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
===============================================================================
December 31, 1998
- -------------------------------------------------------------------------------
<S> <C>
ASSETS (Note 4)
Current assets:
Cash and equivalents (Notes 1 and 2) $ 46,108
Accounts receivable, trade, less allowance for
doubtful accounts of $2,500 111,123
- -------------------------------------------------------------------------------
Total current assets 157,231
- -------------------------------------------------------------------------------
Property and equipment:
Computer equipment and furniture 72,885
Less accumulated depreciation 34,595
- -------------------------------------------------------------------------------
Property and equipment, net 38,290
- -------------------------------------------------------------------------------
Other asset:
Security deposits 1,820
- -------------------------------------------------------------------------------
Total assets $ 197,341
===============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY
Current liabilities:
Accounts payable, trade $ 55,509
Accrued compensation 142,845
Note payable, bank (Note 2) 43,554
Notes payable, stockholders (Note 3) 134,300
- -------------------------------------------------------------------------------
Total current liabilities 376,208
- -------------------------------------------------------------------------------
Shareholders' equity deficiency:
Common stock, no par value; authorized 10,000,000
shares, issued and outstanding 980,000 shares (Notes 4 and 8) 200,000
Additional paid-in capital 4,175
Deficit (383,042)
- -------------------------------------------------------------------------------
Total shareholders' equity deficiency (178,867)
- -------------------------------------------------------------------------------
Total liabilities and shareholders' equity deficiency $ 197,341
===============================================================================
</TABLE>
See notes to financial statements.
<PAGE> 5
GANYMEDE CORPORATION
STATEMENT OF LOSS AND DEFICIT
<TABLE>
<CAPTION>
================================================================================
Year ended December 31, 1998
- --------------------------------------------------------------------------------
<S> <C>
Service revenue $ 665,359
Operating expenses 716,458
- --------------------------------------------------------------------------------
Loss from operations (51,099)
- --------------------------------------------------------------------------------
Other income (expense):
Interest expense (20,915)
Interest income 2,765
- --------------------------------------------------------------------------------
Total other expense, net (18,150)
- --------------------------------------------------------------------------------
Net loss (69,249)
Deficit, beginning of year (313,793)
- --------------------------------------------------------------------------------
Deficit, end of year $(383,042)
================================================================================
</TABLE>
See notes to financial statements.
<PAGE> 6
GANYMEDE CORPORATION
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
==========================================================================================
Year ended December 31, 1998
- ------------------------------------------------------------------------------------------
<S> <C>
Operating activities:
Net loss $(69,249)
Adjustments to reconcile above to cash used in operating activities:
Depreciation 15,963
(Increase) decrease in operating assets:
Accounts receivable, trade (43,380)
Security deposits 1,539
Increase (decrease) in operating liabilities:
Accounts payable, trade 23,869
Accrued expenses 9,342
- ------------------------------------------------------------------------------------------
Cash used in operating activities (61,916)
- ------------------------------------------------------------------------------------------
Investing activities:
Purchase of property and equipment (10,309)
- ------------------------------------------------------------------------------------------
Cash used in investing activities (10,309)
- ------------------------------------------------------------------------------------------
Financing activities:
Proceeds from notes payable, stockholders 66,280
Proceeds from notes payable, bank, net 2,239
- ------------------------------------------------------------------------------------------
Cash provided by financing activities 68,519
- ------------------------------------------------------------------------------------------
Decrease in cash and equivalents (3,706)
Cash and equivalents:
Beginning of year 49,814
- ------------------------------------------------------------------------------------------
End of year $ 46,108
==========================================================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 20,915
==========================================================================================
</TABLE>
See notes to financial statements.
<PAGE> 7
GANYMEDE CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies
Business description:
The Company is engaged in the development and maintenance of Internet web sites
and related consulting services. The Company also provides for host site
development and Internet connection. The Company's customers are in the greater
Chicagoland area.
Cash and equivalents:
Cash and equivalents consist of checking accounts and certificates of deposit
with maturities of three months or less.
Property, plant, equipment and related depreciation and amortization:
Property and equipment are stated at cost. The Company provides for
depreciation and amortization of the various classes of assets over their
estimated useful lives, using primarily accelerated methods.
Revenue recognition:
The Company recognizes revenue at the time services are performed.
Advertising and promotion costs:
Advertising and promotion costs are charged to operations during the period in
which they are incurred. For the year ended December 31, 1998, such costs were
nominal.
Use of estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
2. Note payable, bank
A bank line of credit agreement provides for a $54,107 revolving line of
credit, with interest due monthly at 8.44% per annum. The note is secured by a
certificate of deposit at the bank in the amount of $54,107. The line of credit
matures March 1, 1999.
<PAGE> 8
GANYMEDE CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. NOTES PAYABLE, STOCKHOLDERS
At December 31, 1998, the Company has unsecured notes payable to two
stockholders. The notes are due on demand and bear interest at the rate of 15%.
4. COMMITMENTS AND CONTINGENCIES
In October 1998, the Company entered into an Accounts Receivable Purchase
Agreement with Silicon Valley Financial Services. The agreement allows for the
Company to sell its receivables. No receivables have been sold as of December
31, 1998. In conjunction with the agreement, the Company has pledged its assets
and issued stock warrants for 3,750 shares of common stock to Silicon Valley
Financial Services. The warrants have an initial exercise price of $2.00 per
share, were all outstanding and exercisable at December 31, 1998 and expire in
November 2003.
5. INCOME TAXES
The Company elected S Corporation status for income tax purposes. Under this
election, the shareholders report corporate income, if any, on their personal
income tax return. Accordingly, at December 31, 1998, no provision was made for
federal or state income taxes.
6. EMPLOYEES' SALARY DEFERRAL PLAN
The Company maintains an employee salary deferral plan. Participation is
voluntary, and all employees who meet prescribed service requirements are
eligible to participate up to 15% of their salaries. The Company did not
contribute to the plan during the year ended December 31, 1998.
7. OPERATING LEASE OBLIGATIONS
The Company leases its premises in Chicago for monthly rent of $2,970 plus
maintenance costs. The lease expires on July 31, 2000. Total rental expense for
all operating leases covering real estate was $34,660.
The Company leases computer equipment from a company controlled by a
stockholder on a month-to-month basis. Total rent paid to the related party was
$9,897 for the year ending December 31, 1998. The Company also leases computer
equipment under various terms from unrelated parties. Total rent paid to
unrelated parties was $9,223 for the year ended December 31, 1998. The leases
are secured by the leased equipment.
<PAGE> 9
GANYMEDE CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. OPERATING LEASE OBLIGATIONS (CONTINUED)
Future minimum rental payments under noncancelable operating leases are as
follows:
<TABLE>
<CAPTION>
===============================================================================
Year ending December 31, Amount
- -------------------------------------------------------------------------------
<S> <C>
1999 $46,078
2000 27,147
- -------------------------------------------------------------------------------
Total $73,225
===============================================================================
</TABLE>
8. STOCK OPTIONS
The Company has a stock option plan which was adopted in 1997. Under the plan,
the Company may grant options to its employees for up to 50,000 shares of
common stock. The original exercise price for options granted under the plan
was $2.00, and the options are exercisable immediately without restrictions.
The options expire 10 years after the date of grant for shareholders owning
less then 10% and expire 5 years after the date of grant for shareholder owning
10% or more. The fair value of the options is determined by the board of
directors. In October 1998, the board of directors granted 1,000 options to two
employees.
The Company applies Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation," which establishes financial
accounting and reporting standards for stock-based employee compensation plans.
The Company elected to continue to account for employee stock-based
compensation as prescribed by APB Opinion No. 25, "Accounting for Stock Issued
to Employees." and to provide pro forma disclosures in the Notes to Financial
Statements of the effects of SFAS No. 123 on net income. There was no material
effect on the results of operations as a result of adopting SFAS No. 123.
Compensation costs are recognized as the difference between the exercise price
of each option and the market price of the Company's stock, and no compensation
costs were charged to expense in 1998.
<PAGE> 10
GANYMEDE CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. STOCK OPTIONS (CONTINUED)
The following table summarizes information about stock options outstanding and
exercisable under the plan at December 31, 1998:
<TABLE>
<CAPTION>
==============================================================================================
Year ended December 31, 1998
Shares ---------------------------- Shares
outstanding Option exercised, outstanding Remaining
December 31, Options forfeited December 31, Contractual Exercise
1997 granted or expired 1998 Life Price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
21,500 21,500 4 $2.00
10,500 10,500 9 $2.00
1,000 1,000 10 $2.00
- -----------------------------------------------------------
32,000 1,000 33,000
==============================================================================================
</TABLE>
The Company granted options for an additional 10,000 shares in January 1999.
The options have an exercise price of $2.00 per share and expire in 2009.
9. SUBSEQUENT EVENT
As shown in the accompanying financial statements, the Company incurred a net
loss of $69,249 during the year ended December 31, 1998 and, as of that date,
the Company's current liabilities exceeded its current assets by $218,977 and
its total liabilities exceeded its total assets by $178,867. Those factors
create an uncertainty about the Company's ability to continue as a going
concern. Management of the Company has received a letter of intent to purchase
all of the outstanding stock of the Company which, if the transaction is
carried out, will provide the Company additional financing. The purchase price
is based on a multiple of one and a half times total revenues, and the
transaction is expected to close in April, 1999. The financial statements do
not include any adjustments that might be necessary if the Company does not
consummate the transaction and become unable to continue as a going concern.
10. RELATED PARTY TRANSACTION, ACCRUED SHAREHOLDERS' COMPENSATION
As of December 31, 1998, the Company has accrued $125,000 to certain
shareholders as compensation for past services rendered. Total compensation
expense to shareholder-officers was $218,000 for the year ended December 31,
1998.
<PAGE> 11
The following unaudited pro forma financial statements give effect to the
acquisition by the Company of Ganymede in a transaction accounted for as a
purchase. The unaudited pro forma balance sheet is based on the individual
balance sheets of the Company appearing in the Company's Annual Report on Form
10-K, and of Ganymede, appearing elsewhere in this Current Report on Form 8-K,
and has been prepared to reflect the acquisition by the Company of Ganymede as
of December 31, 1998. The unaudited pro forma statements of income are based on
the individual statements of income of the Company appearing in the Company's
Annual Report on Form 10-K and of Ganymede, appearing elsewhere in this Current
Report on Form 8-K, and combines the results of operations of the Company and of
Ganymede (acquired by the Company as of April 23, 1999) for the year ended
December 31, 1998 and for the three months ended March 31, 1999, as if the
acquisition occurred on January 1, 1998. These unaudited pro forma financial
statements should be read in conjunction with the historical financial
statements and notes thereto of the Company appearing in the Company's Annual
Report on Form 10-K, and of Ganymede, appearing elsewhere in this Current Report
on Form 8-K.
HomeCom Communications, Inc.
Pro Forma Unaudited Combined Condensed Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
Pro forma Pro forma
HomeCom Ganymede Adjustments As adjusted
------- -------- ----------- -----------
ASSETS
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,291,932 $ 46,108 $ (100,000) (a) 2,238,040
Restricted cash 250,000 -- 250,000
Accounts receivable, net 680,790 111,123 -- 791,913
Other current assets 4,796 -- -- 4,796
------------ --------- ----------- ------------
Total current assets 3,227,518 157,231 (100,000) 3,284,749
FURNITURE, FIXTURES AND EQUIPMENT, NET 797,263 38,290 835,553
44,567 (b) --
INTANGIBLE ASSETS, NET 351,320 -- 1,348,278 (a) 1,744,165
OTHER NON-CURRENT ASSETS 189,389 1,820 -- 191,209
------------ --------- ----------- ------------
Total assets $ 4,565,490 $ 197,341 $ 1,292,845 $ 6,055,676
============ ========= =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 424,094 $ 55,509 $ -- 479,603
Accrued payroll liabilities 300,927 142,845 -- 443,772
Unearned revenue 128,345 -- -- 128,345
Note payable to bank -- 43,554 -- 43,554
Note payable to shareholders -- 134,300 (134,300) (e) --
Other current liabilities 108,427 -- 108,427
------------ --------- ----------- ------------
Total current liabilities 961,793 376,208 (134,300) 1,203,701
OBLIGATIONS UNDER CAPITAL LEASES 88,242 -- -- 88,242
OTHER LIABILITIES 67,006 -- -- 67,006
------------ --------- ----------- ------------
Total liabilities 1,117,041 376,208 (134,300) 1,358,949
STOCKHOLDERS' EQUITY (DEFICIT):
(200,000) (b) --
Common stock 507 200,000 19 (a) 526
(4,175) (b) --
Additional paid-in capital 10,355,724 4,175 1,248,259 (a) 11,603,983
Subscriptions receivable (196,878) -- -- (196,878)
134,300 (e) --
Accumulated deficit (6,710,904) (383,042) 248,742 (b) (6,055,676)
------------ --------- ----------- ------------
Total stockholders' equity (deficit) 3,448,449 (178,867) 1,427,145 4,696,727
------------ --------- ----------- ------------
Total liabilities and stockholders' equity (deficit) $ 4,565,490 $ 197,341 $ 1,292,845 $ 6,055,676
============ ========= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 12
HomeCom Communications, Inc.
Pro-forma Unaudited Combined Condensed Statement of Operations
for the three months ended March 31, 1999
<TABLE>
<CAPTION>
Pro-forma Pro-forma
HomeCom Ganymede Adjustments As adjusted
---------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales 1,042,337 225,363 -- 1,267,700
Cost of Sales 676,725 221,643 -- 898,368
---------- --------- --------- ----------
Gross Profit 365,612 3,720 -- 369,332
Operating Expenses 1,745,017 56,865 116,070 (d) 1,917,952
---------- --------- --------- ----------
Operating Loss (1,379,405) (53,145) (116,070) (1,548,620)
Other Expenses (Income), Net (7,819) 7,729 -- (90)
---------- --------- --------- ----------
Loss Before Income Taxes (1,371,586) (60,874) (116,070) (1,548,530)
Income Taxes -- -- -- --
---------- --------- --------- ----------
Net Loss (1,371,586) (60,874) (116,070) (1,548,530)
========== ========= ========= ==========
Basic and Diluted Loss Per Share $ (0.26) $ (0.33) $ -- $ (0.29)
========== ========= ========= ==========
Weighted Average Common Shares Outstanding 5,231,058 185,342 -- 5,416,400
========== ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 13
HomeCom Communications, Inc.
Pro-forma Unaudited Combined Condensed Statement of Operations
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Pro-forma Pro-forma
HomeCom Ganymede Adjustments As adjusted
------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales 3,292,410 665,359 -- 3,957,769
Cost of Sales 2,601,311 511,278 -- 3,112,589
---------- --------- --------- ----------
Gross Profit 691,099 154,081 -- 845,180
Operating Expenses 6,019,041 205,180 464,282 (c) 6,688,503
---------- --------- --------- ----------
Operating Loss (5,327,942) (51,099) (464,282) (5,843,323)
Other Expenses (Income), Net (4,123,802) 18,150 -- (4,105,652)
---------- --------- --------- ----------
Loss Before Income Taxes (1,204,140) (69,249) (464,282) (1,737,671)
Income Taxes -- -- -- --
---------- --------- --------- ----------
Net Loss (1,204,140) (69,249) (464,282) (1,737,671)
Preferred Stock Dividend (666,667) -- -- (666,667)
---------- --------- --------- ----------
Loss Applicable to Common Shareholders (1,870,807) (69,249) (464,282) (2,404,338)
========== ========= ========= ==========
Basic and Diluted Loss Per Share $ (0.44) $ (0.37) $ -- $ (0.54)
========== ========= ========= ==========
Weighted Average Common Shares Outstanding 4,287,183 185,342 -- 4,472,525
========== ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
(a) To record issuance of 185,342 shares of common stock,par value
$.0001, and valued for this transaction at a price per share
of $6.735, and payment of $100,000 cash, for the net assets of
Ganymede Corporation. This price per share represents the
average of the closing prices of the Company's common stock
for the two days before, the day of, and the day after the
press release announcing the acquisition on April 13, 1999.
(b) To record elimination of equity accounts for Ganymede.
(c) To record amortization of intangibles for the year ended
December 31, 1998, assuming the acquisition had been completed
on January 1, 1998. Intangible assets are being amortized over
3 years, resulting in annual amortization expense of $464,282.
(d) To record amortization of intangibles for the three months
ended March 31, 1999, assuming the acquisition had been
completed on January 1, 1998. Intangible assets are being
amortized over 3 years, resulting in annual amortization
expense of $464,282, or $116,070 for the three month period
ended March 31, 1999.
(e) To record the forgiveness of loans from the Ganymede
shareholders.
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOMECOM COMMUNICATIONS, INC.
(Registrant)
Date: July 9, 1999 By: /s/ Harvey Sax
------------ ----------------------------------
Harvey Sax, President and
Chief Executive Officer
(Principal Executive Officer)
<PAGE> 15
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
10.55* Stock Purchase Agreement by and among HomeCom Communications, Inc.
and Richard L. Chu, Joseph G. Rickard, John R. Winans, Mario
D'Agostino, Karen Moore, and John Kokinis, dated as of April 23,
1999.
10.56* Employment Agreement between Ganymede Corporation and Richard L.
Chu, dated as of April 23, 1999.
10.57* Employment Agreement between Ganymede Corporation and John Winans,
dated as of April 23, 1999.
10.58* Employment Agreement between Ganymede Corporation and Joseph G.
Rickard, dated as of April 23, 1999.
10.59* Escrow Agreement by and among HomeCom Communications, Inc. and
Richard L. Chu, Joseph G. Rickard, John R. Winans, Mario D'Agostino,
Karen Moore, and John Kokinis, dates as of April 23, 1999.
10.60* Pledge and Security Agreement by and among HomeCom Communications,
Inc. and Richard L. Chu, Joseph G. Rickard, John R. Winans, Mario
D'Agostino, Karen Moore, and John Kokinis, dates as of April 23,
1999.
23.1 Consent of Ostrow Reisin Berk & Abrams, Ltd.
</TABLE>
* Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form 8-K (File
No. 0-29204), of our report, dated February 8, 1999 on our audits of the
financial statements of Ganymede Corporation for the year ended December 31,
1998.
/s/ Ostrow, Reisin, Berk & Abrams, Ltd.
Chicago, Illinois
July 8, 1999
