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 30, 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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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 16, 1998, Donald S. Radcliffe was elected to the Company's
Board of Directors. A copy of the press release announcing his election is
included as an attachment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The attached Condensed Consolidated Balance Sheet and Proforma Presentation
compares the unaudited June 1999 financial information as presented in the June
30, 1999 10-QSB with unaudited Proforma presentation as of June 30, 1999 and
unaudited August 31, 1999 financial information.
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS AND PROFORMA PRESENTATION
<TABLE>
<CAPTION>
June 30, June 30, August 31,
1999 Proforma 1999 1999
(Unaudited) Adjustments As Adjusted (Unaudited)
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<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $547,137 $100,000 (a) $647,137 $385,894
Patient receivables, net of allowance for
doubtful accounts of $7,103,296 and $9,316,593
at June 30, 1999 and August 31, 1999,
respectively 6,928,245 6,928,245 7,023,459
Inventory 46,228 46,228 46,228
Prepaid expenses 5,171 5,171 377
Other assets 42,716 42,716 228,965
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Total current assets 7,569,497 7,669,497 7,684,923
Furniture and equipment, net 309,399 309,399 288,986
Deposits 29,683 29,683 29,683
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Total assets $7,908,579 $8,008,579 $8,003,591
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $569,000 (200,000)(b) $369,000 $369,000
Accounts payable and accrued expenses 6,122,161 (4,602,478)(c) 1,519,683 1,881,728
Accrued management fees 3,951,599 3,951,599 3,344,052
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Total current liabilities 10,642,760 5,840,282 5,594,780
Note payable, net 350,000 350,000 350,000
Stockholders' equity:
Common Stock, $.0001665 par value per share,
50,000,000 shares authorized, 3,536,755 and
4,265,088 shares issued and outstanding at June
30, 1999 and August 31, 1999, respectively 588 100 (d) 688 (e) 709
Convertible Preferred Stock, $.01 par value
per share, 8% Cumulative, 115,239 and 119,239
shares currently issued and outstanding at June
30, 1999 and August 31, 1999, respectively 5,294,278 200,000 (b) 5,494,278 5,494,278
Additional paid in capital 7,245,614 4,702,378 (d) 11,947,992 12,135,571
Accumulated deficit (15,624,661) (15,624,661) (15,571,746)
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Total stockholders' equity (3,084,181) 1,818,297 (e) 2,058,811
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Total liabilities and stockholders' equity $7,908,579 $8,008,579 $8,003,591
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<FN>
Notes:
(a) Increase in cash due to private placement of 100,000 shares of Common
Stock to Transworld Management Services, Inc.
(b) Issuance of $200,000 of Convertible Preferred Stock to satisfy $200,000
in Notes Payable.
(c) Conversion of $750,000 of accounts payable to 500,000 shares of Common
Stock and relief of bankruptcy for $3,852,478, see (d).
(d) Reflects increase in Par Value and Additional Paid in Capital for
relief of bankruptcy ($3,852,478), debt conversion ($750,000) and the
private placement referred to in (a) above.
(e) Exercises of stock options for 3,333 shares at $0.030003 per share and
125,000 shares at $1.50 per share were recorded in August 1999.
</FN>
</TABLE>
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COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Eight Months
Month Ended Ended
August 31, August 31,
1999 1999
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(Unaudited) (Unaudited)
Revenue:
Integrated medical clinics $1,050,688 $10,554,893
Other income 5,000 125,600
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Total operating revenue 1,055,688 10,680,493
Direct expenses:
Salary and consulting costs 179,431 1,766,107
Management fees 472,286 5,906,592
Cost of revenues 0 7,178
Rent 12,316 101,747
Advertising and marketing 5,500 13,499
Bad debt expense 150,270 1,182,830
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Total direct expenses 819,802 8,977,952
General and administrative 197,286 1,360,501
Depreciation and amortization 10,207 83,713
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Operating gain 28,393 258,327
Interest expense 3,500 38,683
Interest income 0 3,000
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Net income before income taxes 24,893 222,644
Income taxes 0 0
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Net income after income taxes $24,893 $222,644
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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 30, 1999.
Complete Wellness Centers, Inc.
By: /s/ Joseph Raymond, Jr.
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Joseph Raymond, Jr.
Chairman & CEO
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FOR IMMEDIATE RELEASE
Contact: NASDAQ SCM: CMWL, CMWLW
Joseph Raymond, Jr., Chairman and CEO
Complete Wellness Centers, Inc.
(407)-678-6300
COMPLETE WELLNESS CENTERS, INC. NAMES DONALD RADCLIFFE TO THE
BOARD OF DIRECTORS
WASHINGTON, D.C. - September 30, 1999 - The new management of Complete
Wellness Centers, Inc. ("CWC"), the largest nationwide organization of
integrated medical centers, announced today that at a Board of Directors
meeting held on September 16, 1999, Donald Radcliffe was elected to the
Board of Directors.
Mr. Radcliffe has over fifteen years experience in finance and operations,
as well as experience in computer systems analysis. Joe Raymond, Chairman
and Chief Executive Officer, said, "Mr. Radcliffe's financial expertise is a
perfect complement to our Board."
Mr. Radcliffe was Executive Vice President, Chief Operating Officer and
Financial Officer. of World-Wide Business Centres, Inc. of New York, were he
was responsible for planning, financial reporting, banking, development of
financial and operational computer systems, personnel, and all operational
aspects. Prior to that, he worked for Main Hurdman as a partner in the
Management Advisory Service area as the Director of Computer Audit Services.
He has also worked as a Systems Analyst at IBM.
Mr. Radcliffe currently is the principle of Radcliffe and Associates and
provides financial consulting services to public companies. Additionally,
he serves as a Board Member of SVI Holdings, Inc., Pallet Management
Systems, and US Agents, Inc.
A graduate of Lehigh University, he received a B.A. degree with honors in
Management Science and received his M.B.A from Dartmouth College. He is
also licensed as a C.P.A. in New York State.
Complete Wellness Centers, Inc., a multi-disciplinary physician practice
management company, now manages 82 Complete Wellness Medical Centers, all of
which provide both traditional and alternative healthcare services. The
Company's common stock and warrants trade on the NASDAQ Small Cap market
under the symbols, CMWL and CMWLW, respectively.
The Company, from time to time, may discuss forward-looking information.
This press release contains forward-looking statements, which are estimates
by the Company's management. Such statements are subject to various risks
and uncertainties that may be beyond the Company's control, and may cause
results to differ from management's current expectations and should not be
relied upon by the investors in the Company. Prospective investors may
contact Michael Brigante, Chief Financial Officer of the Company, to obtain
copies of the prospectuses, which include certain information about the
offerings.
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