SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: September 14, 1999
Complete Wellness Centers, Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-22115 52-1910135
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
or corporation) Identification No.)
1964 Howell Branch Road, Suite 202 Winter Park, FL 32792
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (407) 673-3073
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666 Eleventh Street NW
Washington, DC 20001
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Effective September 1, 1999 the Corporate office will be located
in Winter Park, Florida. The new address is 1964 Howell Branch Road, Suite 202,
Winter Park, FL 32792.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On June 30, 1999 Complete Wellness Centers, Inc. filed its
quarterly 10-QSB. Complete Wellness Weight Management, Inc. ("CWWM") which has
been a wholly owned subsidiary of the Company since CWWM's incorporation, has
been included in the Company's consolidated financial statements. On July 6,
1999, CWWM filed for bankruptcy under Chapter 7. According to Statement of
Financial Accounting Standards No. 94, (SFAS 94), Consolidation Of All
Majority-Owned Subsidiaries, paragraph 13, "a majority-owned subsidiary shall
not be consolidated if control is likely to be temporary or does not rest with
the majority owner (as, for instance, if the subsidiary is in legal
reorganization or in bankruptcy...". The Company's control of CWWM ceased upon
the filing of bankruptcy and according to SFAS 94, CWWM should not be
consolidated after that date.
Upon changing from consolidation to the equity or cost methods, the Company's
investment in CWWM will be adjusted to reflect only those liabilities of CWWM
that are guaranteed by the Company, or that may be anticipated to be paid by the
Company on behalf of CWWM. The remaining net liability which approximates
$3,838,000 will be adjusted through additional paid in capital of the Company.
There will be no effect on the Company's statement of operations as a result of
the above.
The attached June and July 1999 Condensed Consolidated Balance Sheet compares
the unaudited June 1999 financial information as presented in the June 30, 1999
10-QSB with unaudited July 1999 financial information, which reflects the
reversal of CWWM reserves after filing Chapter 7 bankruptcy.
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, JULY 31,
1999 1999
(UNAUDITED) (UNAUDITED)
ASSETS
Current Assets:
<S> <C>
Cash and cash equivalents $547,137 $370,989
Patient receivables, net of allowance for doubtful
Accounts of $7,001,921 6,928,245 6,559,119
Inventory 46,228 46,228
Prepaid expenses 5,171 377
Other assets 42,716 41,964
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Total current assets 7,569,497 7,018,677
Furniture and equipment, net 309,399 296,352
Deposits 29,683 29,683
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Total assets $7,908,579 $7,344,712
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $569,000 $569,000
Accounts payable and accrued expenses 6,122,161 2,460,222
Accrued management fees 3,951,559 3,169,171
Total current liabilities 10,642,720 6,198,393
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Note payable, net 350,000 350,000
Stockholders' equity:
Common Stock, $.0001665 par value per share,
50,000,000 shares authorized, 3,536,755 shares
issued and outstanding 588 588
Redeemable Preferred Stock, $.01 par value per share,
8% Cumulative, 115,239 shares currently issued and
Outstanding 5,294,278 5,294,278
Additional capital 7,245,614 11,098,092
Accumulated deficit (15,624,661) (15,596,639)
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Total stockholders' equity (3,084,181) 796,319
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Total liabilities and stockholders' equity $7,908,579 $7,344,712
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereto duly authorized.
Date: September 14, 1999.
Complete Wellness Centers, Inc.
By: /s/ Joseph Raymond, Jr.
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Joseph Raymond, Jr.
Chairman & CEO
