U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
CORAL DEVELOPMENT CORP.
(Name of Small Business Issuer in Its Charter
Delaware 11-3349762
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
240 Clarkson Avenue, Brooklyn, New York 11226
(Address of Principal Executive Offices) (Zip Code)
(718)469-3132
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
<PAGE>
PART I
Item 1. Description of Business
Business
Coral Development Corp. ("the Company") was incorporated under the
laws of Delaware on November 19, 1996 by Modern Technology Corp (MTC). The
Company originally completed a "blind pool/blank check" offer pursuant to
Rule 419 by having MTC distribute Company shares as a dividend to MTC
shareholders. On July 22, 1998 it signed an agreement with OmniComm Systems,
Inc. (OmniComm) whereby the Company and OmniComm would merge and the Company
would issue 940,000 shares to the Shareholders of OmniComm in exchange for
all their shares (which are all the outstanding shares of OmniComm). Due to
time limitations the Rule 419 distribution was not completed. However, the
Company, OmniComm and MTC agreed to merge as planned and subsequently to
distribute the Coral shares as a dividend to MTC shareholders. As the
Company is no longer a "blind pool/blank check" due to the combination with
OmniComm, this distribution may be made without compliance with Rule 419 but
will be accompanied by this Form 10-SB.
All references to the description of business will actually be to
OmniComm's business to date as Coral has not conducted any business to date
other than to organize and seek an acquisition candidate.
Business Overview
Omnicomm is an information and technology integration company
located in Coconut Grove, Florida. The Company provides customized,
integrated solutions for its customers' networking needs by combining a
comprehensive offering of dynamic web and data base applications with its
expertise in designing and configuring networks.
From date of inception (March 4, 1997) to July 26, 1998, OmniComm
Systems, Inc. (formerly known as The Premisys Group, Inc.) was a systems
integrator: a provider of services and products designed to build, manage
and enhance computer network infrastructures, local and wide area, for
businesses.
On July 26, 1998, the Company, through its wholly owned subsidiary
OmniCommerce Systems, Inc. acquired all of the issued and outstanding shares
of Education Navigator, Inc. a Florida corporation. OmniCommerce provides
the technical and business know how to integrate existing legacy hardware
networks and data into applications for e-commerce, extranets, intranets,
virtual private networks (VPNs), and private networks.
Industry Overview
It is axiomatic that the computer has revolutionized how business
is conducted. The use of information has grown exponentially with the
expanded use of the computer in business. Accordingly, client/server
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computing has grown dramatically for businesses in recent years as personal
computer ("PC"), software, and network technologies have improved and end
users have demanded more and easier access to data and applications.
In conjunction with the dramatic growth of client/server computing,
the Internet has made the transmittal and attendant use of information
including electronic commerce, both business to business and business to
consumer, affordable to even the smallest enterprises. Consequently, the
demand for applications to be used within this environment is increasing
proportionately. In a recent study completed by the United States Department
of Commerce titled "The Emerging Digital Economy" it states that "although
still in an embryonic state analysts predict businesses will trade as much as
$300 billion annually over the Internet in the next five years". Forrester
Research, for example, estimated business to business transactions would grow
from $7.8 billion in 1997 to $326 billion in 2002.
The Company believes many corporations are eager to implement the
most advanced technologies in an effort to increase productivity and
profitability. However, today's chief information officers are faced with
limited resources and the challenge of designing new networks, integrating
the latest technologies, migrating to new systems and training new end users.
They are seeking assistance in transforming and re-engineering their
businesses to take advantage of new technologies. They also recognize these
new technologies require infrastructures that need to be developed and
managed differently from traditional network systems.
OMNICOMM SYSTEMS, INC.
OmniComm brings together the two vital components that allow an
organization to exchange and use information either to gain a competitive
advantage or, quite simply, to make more money: systems integration and
electronic commerce (e-commerce) applications.
OmniComm provides the necessary network structure for an
organization to exchange information both internally within the organization
and with clients, vendors, or others who are not part of the organization.
OmniComm network deployment services include product procurement,
configuration, distribution, installation, cabling and connectivity. The
Company sources personal computers, mid-range and mainframe computers, and
servers, network products, computer peripherals and software to equip the
network environment.
Through its wholly owned subsidiary OmniCommerce, OmniComm provides
the technical and business know how to integrate existing legacy hardware
networks and data into applications for e-commerce, extranets, intranets,
virtual private networks (VPNs), and private networks. OmniComm can
establish a seamless and secure connection between the organization and the
Internet allowing an organization to conduct its business with clients,
vendors, and other business partners over the Internet. Not simply creating
a brochure for an organization, but creating a full fledged business
conducted over and on the network, principally the Internet, with the
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capabilities to purchase, order, market and sell. OmniComm becomes the
business service provider for the organization. It provides the back end -
data base applications and hardware (servers, hosting, and the network) - and
the front end - the dynamic web page - of the business.
Risks Involving Business of the Company
OmniComm is a relatively newly formed company and faces all the
risks inherent in a new business such as, (i) insufficient capital and/or the
ability to raise capital, (ii) intense competition from bigger and more
established companies, (iii) rapidly changing technology in its markets and
(iv) limited copyright protection.
APPLICATIONS
TrialMaster TM..
TrialMaster is a full-featured distributed application that
facilitates the collection, verification and management of clinical data via
the Internet or Intranets. TrialMaster allows clinical sites and research
sponsors to perform data collection and data management via a direct, secure
network connection using standard web browser or e-mail software.
TrialMaster automates the entire process of data collection and verification,
effectively reducing development and testing time for medical drug and device
research projects.
TrialMaster supports and integrates with all current standard
clinical databases ranging from Oracle and Microsoft SQL to Access. This
provides for full integration with legacy data and procedures of an Internet
based data collection and review system.
Enterprise E-Commerce
Enterprise e-commerce allows an enterprise to access and transmit
to vendors and client critical pricing and product information where response
time is critical to maintaining or gaining a competitive advantage.
Enterprise e-commerce is a fully integrated Internet business
system. The system includes electronic data interchange (EDI), purchase
ordering and marketing and full integration with legacy data applications and
procedures. The system is developed for a wholesale/retail distributor that
has multiple vendors/clients (50-500) and a need to transmit pricing and
product information on an immediate basis.
Retail Site
On a smaller scale than enterprise e-commerce, but just as robust,
OmniComm has developed a full retail site for businesses to establish a
complete presence on the Internet. OmniComm's application provides for the
use of dynamic web page applications that create a complete "store front" on
the Internet.
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CLIENTS AND REPRESENTATIVE SOLUTIONS
OmniComm's clients consist of Office Depot, Inc., Associated
Grocers, United Interactive Technologies, Inc., Mayor's Jewelers, and
Commercial Services International, Inc. During the first six months of 1998,
OmniComm derived a significant percentage, 90%, of its business from one
client, Commercial Services International, Inc. However, it is expected that
this considerable concentration of revenue will lessen over the coming months
as the Company incorporates more fully the acquisition of Education
Navigator, Inc. and increases its offering of services. Three recent
examples of the Company's significant engagements include the following:
Retail. OmniComm was approached by a retail sales company to provide a
complete solution to establishing a centralized retail sales network where
the operations were located outside of the United States where the
telecommunications infrastructure was inadequate to support the transmittal
of data. OmniComm suggested a dedicated point of sale (POS) system networked
through dedicated servers platformed on an IBM AS 400. To circumvent the
inadequate telecommunications infrastructure the Company suggested and
implemented a radio frequency (RF) system to transmit data from approximately
15 retail establishments to a central location, which in turn was transmitted
to the United States via a dialup connection.
Wholesale. Education Navigator, Inc., n/k/a OmniCommerce Systems, Inc., was
asked by a wholesale food distributor to provide an Internet solution to
supplying pricing and product information to approximately 500 affiliated
clients on a daily basis.
The Company provided the client four integrated e-commerce
solutions:
1. Online catalog for their 528 associated clients that allows 7/24
access to pricing and margin data.
2. Downloadable on demand pricing files to drive the client's point of
sale systems.
3. Internet electronic data interchange (EDI) to facilitate ordering
from vendors.
4. Internet Grocery Stores that enable their associates to operate
online virtual stores.
These applications allow the customer to automate the time critical
vendor and customer services of pricing and ordering at a fraction of
previous costs. Additionally, the customer will be able to offer all of
their clients the ability to sell products online with a full featured,
customizable website with pricing and inventory keyed to their normal
marketing and advertising promotions. These Internet e-commerce solutions
clearly make the customer a leader in providing advanced distribution
services, cost savings and state of the art e-commerce solutions to their
associated customers.
5
Retail. Education Navigator, Inc., n/k/a OmniCommerce Systems, Inc., was
asked by a high-end jewelry store chain to develop and maintain a full-
fledged storefront for the Internet. The Company maintains a site which
provides customers with an on-line catalog including photographs of selected
products, a reminder service for special occasions, a shopping basket for
purchasing, and electronic marketing automation (EMA) to contact customers
concerning special offers and promotions. All of the foregoing is connected
to the stores centralized legacy data systems.
EMPLOYEES
The Company and its wholly owned subsidiary, OmniCommerce Systems, Inc.,
currently have eight (8) full time employees.
SALES AND MARKETING
The Company has relied on personal contacts and "word of mouth"
advertising for all of its business. The Company expects to put into place
a more structured and planned marketing strategy over the next three months.
The Company has retained a consulting product manager to market and sell the
TrailMaster application.
COMPETITION
The market for the type of services and applications the Company
provides includes a large number of competitors and is subject to rapid
change. Primary competitors include participants from a variety of market
segments, including systems consulting and implementation firms, application
software firms, service groups of computer equipment companies, systems
integration companies, general management consulting firms and programming
companies. Most of the competitors have significantly greater financial,
technical and marketing resources and name recognition that the Company. In
addition, the Company competes with its clients' internal resources,
particularly where these resources represent a fixed cost to the client.
Such competition will impose additional financial and pricing pressures on
the Company. See "Risk Factors--Competition".
The Company believes that the most significant competitive factors
it faces is a lack of operating history and an attendant perception of a lack
of experience in competing in such a changing and competitive environment.
The Company believes, however, that its technical expertise, the knowledge
and experience of its principals of the industry, quality of service and
responsiveness to client needs and speed in delivering solutions will allow
it to compete favorably within this environment.
INTELLECTUAL PROPERTY RIGHTS
Its methodologies and other proprietary intellectual property
rights in part, was a cause of OmniComm's acquisition of Education Navigator,
Inc. (n/k/a OmniCommerce Systems, Inc). The Company believes that such
intellectual property has a value and may be subject to certain statutory
protections and is currently investigating the most appropriate way to
proceed.
6
The Company relies upon a combination of nondisclosure and other
contractural arrangements and trade secret, copyright and trademark laws to
protect its proprietary rights and the proprietary rights of third parties
from whom the Company licenses intellectual property. The Company enters
into confidentiality agreement with its employees and limits distribution of
proprietary information. There can be no assurance that the steps taken by
the Company in this regard will be adequate to deter misappropriation of
proprietary information or that the Company will be able to detect
unauthorized use and take appropriate steps to enforce its intellectual
property rights. See "Risk Factors - Intellectual Property Rights".
The Company is in the process of registering the trademarks
"OMNICOMM SYSTEMS, INC.", AND "TRAILMASTER" with the U.S. Patent and
Trademark Office. The Company intends to make such other state and federal
filings as the Company deems necessary and appropriate to protect its
intellectual property rights.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company
The proposed business of the Company was to provide a mechanism to
take advantage of business opportunities. Through inception November 19,
1996 to September 30, 1998, the Company conducted no business other than
organizational activities.
On June 5, 1997, a registration statement relating to a dividend
distribution of 403,000 shares of the Company's Common Stock was declared
effective. The offering was made pursuant to Rule 419. The Company realized
no net proceeds. The Rule 419 offering did not proceed due to time
limitations.
On July 22, 1998, the Company signed an agreement with OmniComm and
all its shareholders the terms of which are described elsewhere in this
statement.
The Company shares owned by MTC will be distributed to MTC
shareholders on the basis of one Coral share for each fifty (50) MTC shares.
OMNICOMM
Results of Operations
From the date of inception (February 28, 1997) to December 31, 1997.
From the date of inception (February 28, 1997) through December 31, 1997, the
Company was a subchapter S Corporation. During this period, the Company had
a gross profit of $45,423 on revenues of $210,373 and a net loss of $16,040.
A significant portion, approximately seventy-five percent (75%), of the
revenue generated during this period was from a single client, Commercial
Services International, Inc. (CSI). The source of the revenue was primarily
from hardware procurement.
7
For the nine month period ending September 30, 1998.
For the nine month period ending September 30, 1998 the Company had a gross
profit of $504,014 on revenues of $1,382,192 and a net loss of $2,065. The
net loss is primarily attributed to the acquisition of Education Navigator,
Inc.
Comparison between the nine month period ending September 30, 1997 and
September 30, 1998.
For the nine month period ending September 30, 1997 the Company had a loss of
$12,619 on revenues of $82,747 and a net loss of $26,788. For a similar
period ending September 30, 1998 the Company had an increase in revenues of
$1,299,445. The increase in revenue for the period ending September 30, 1998
is due to a significant increase in projects initiated by the Company's
clients, primarily CSI. During this same period, there was an attendant
increase in selling, general and administrative expenses to $440,429 from
$12,969 for the period ending September 30, 1997 representing an increase of
$427,460. In addition to the costs associated with the acquisition of
Education Navigator, Inc., the Company hired four additional full time
employees, relocated its operations to 3250 Mary Street, Suite 307, Miami,
Florida 33133, and rented an additional 1750 square feet for the operations
of Education Navigator, Inc. located at 9400 S. Dadeland Blvd., Suite 112,
Miami, Florida 33156.
LIQUIDITY
The Company is generating adequate amounts of cash to meet its current
operational needs. With the acquisition of Education Navigator, Inc. the
Company, through its wholly owned subsidiary OmniCommerce Systems, Inc., has
acquired certain Internet applications including, more specifically, the
TrialMaster application. To fully take advantage of these Internet
applications the Company anticipates having to raise additional funds to
market and develop the infrastructure to support the applications. It is
possible that the Company could support such marketing and infrastructure
development from current cash flow. However, the Company feels that such an
approach would diminish the ultimate value of the applications by not
bringing them to market as quickly as possible.
OTHER MATTERS
Acquisition of Education Navigator, Inc.
On June 26, 1998 the Company, through its wholly owned subsidiary
OmniCommerce Systems, Inc., acquired all of the issued and outstanding shares
of Education Navigator, Inc., a Florida corporation (EdNav). Each share of
EdNav voting common stock issued and outstanding at the time of closing was
converted into and exchanged for four hundred forty-one and 2/100 (441.2)
shares of voting common stock of Company, and the Company paid additional
monetary consideration of six hundred dollars ($600) per share for each share
of EdNav voting common stock (six hundred thousand dollars ($600,000) in the
aggregate for all of the EdNav shares).
8
The payment to the shareholders of EdNav of $600,000 was structured as
follows: (a) seventy five thousand dollars ($75,000) was paid on the closing
(less a credit for the $5,000 deposit previously paid by Company to the EdNav
shareholders); (b) six hundred forty-five thousand dollars ($645,000) was
paid at closing by the delivery of a promissory note issued by the Company
which providing for payments of principal as follows: within sixty (60) days
of closing: $75,000; on or before December 31, 1998: $95,00; on the first
anniversary date of the closing: $237,500; on the second anniversary date of
the closing: $237,500. In addition, the shareholders of EdNav were issued
441,180 shares of common stock of the Company.
Factoring
In order to flatten its cash flow requirements the Company entered into a
factoring agreement with Bankest Capital Corporation on March 3, 1998. The
fees and charges for the factoring arrangement are customary and reasonable.
The Company does not factor all invoices, but selectively factors invoices as
the need arises.
Item 3. Description of Property
OmniComm's principal executive offices currently are located at
3250 Mary Street, Suite 307, Miami, Florida 33133. The Company currently is
on a month to month lease at this location. The Company has also entered
into a five year lease for space at 9400 South Dadeland Boulevard, Suite 112,
Miami, Florida 33131. The rent for this space ranges from $25,000 to
$29,000. The operations of OmniCommerce will be conducted from
this location. OmniComm does not expect that any additional space will be
required for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of November 15, 1998 the number
and percentage after giving effect to the consummation of the acquisition
hereby of shares of Common Stock of the Company, owned of record and
beneficially, by each officer and director of the Company and by any other
person owning more than 5% of the Company's outstanding Common Stock, and by
all Officers and Directors as a group.
9
Percentage
Shares of After
Name* Common Stock Acquisition (3)
Arthur Seidenfeld(1)(2) 193,096 14.4%
Anne Seidenfeld(1)(2) 48,530 3.6%
Randall Smith 421,461 31.0%
Peter Knezevich 281,640 21.0%
Clifton Middleton 102,461 8.0%
Hugh McCallum 102,461 8.0%
Lawton Jackson 31,977 2.0%
All directors and
officers as a group 241,626
(2,3 persons) (3) 805,562 59.9%
*The address for the above persons is 240 Clarkson Avenue, Brooklyn, NY 11226
(1) May be deemed to be a parent and promoter as such terms are defined
under the Securities Act.
(2) Current directors and an officer who will resign upon the acquisition.
(3) Based upon 1,343,000 shares outstanding which reflects the 940,000
shares to be issued to OmniComm shareholders.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The officers and directors (giving effect to the OmniComm
acquisition) are as follows:
Name Age Position
Randall G. Smith 41 President and Director
Peter S. Knezevich 42 Chief Financial Officer &
Director
Clifton R. Middleton 51 Vice President
Randall G. Smith, 41, Director, President and Chief Technical
Officer. Mr. Smith has been a Director of OmniComm Systems, Inc. since
inception and shall serve as a Director until the next annual meeting. Since
inception (June 30, 1998) Mr. Smith has been Director and Chief Technical
Officer of OmniCommerce Systems, Inc., the wholly owned subsidiary of
OmniComm Systems, Inc.
From December 1995 to May 1997, Mr. Smith was Director of
Operations for Global Communications Group, a Miami, Florida, based systems
integrator.
From November 1993 to December 1994, Mr. Smith was General Manager
and Chief Operating Officer of Genesis International, a Charlotte, North
Carolina, based regional systems integrator.
10
From January 1989 to November 1993, Mr. Smith was Executive Vice
President and Chief Operating Officer of CableNet, Inc., a Charlotte, North
Carolina based engineering company that developed, manufactured and marketed
world-wide computer interface products. Mr. Smith developed the Company's
first product; the universal network adapter utilizing a proprietary dual
ram-linked RISC processor architecture.
Peter S. Knezevich, 42, Director, Chief Operating and Financial
Officer. Mr. Knezevich has been a Director of OmniComm Systems, Inc., since
October of 1997 and shall serve as a Director until the next annual meeting.
Since inception (June 30, 1998) Mr. Knezevich has been Director and Chief
Operating and Financial Officer of OmniCommerce Systems, Inc., the wholly
owned subsidiary of OmniComm Systems, Inc.
From April 1995 to September 1997, Mr. Knezevich was Vice President
and General Counsel of Imaging Diagnostic systems, Inc., a development stage,
reporting and publicly traded company.
From May 1994 to March 1995, Mr. Knezevich was in the private
practice of law.
From June 1991 to April 1994, Mr. Knezevich was an associate with
the Miami, Florida law firm of Ferrell and Fertel, P.A.
Clifton R. Middleton, 51, Vice President and Director of Internet
Development and Applications. Since inception (June 30, 1998) Mr. Middleton
has been Director and President of OmniCommerce Systems, Inc., the wholly
owned subsidiary of OmniComm Systems, Inc. Prior to June 1998, for the past
five years, he was President of Education Navigator, Inc., acquired by
OmniComm.
Item 6. Executive Compensation
During the past fiscal year ended December 31, 1997, no officer or
director of OmniComm received any remuneration. Officers of Coral received
no remuneration.
Item 7. Certain Relationships and Related Transactions
Not Applicable
Item 8. Description of Securities
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, $.001 par value per share, of which 1,343,000 will be
issued and outstanding as of December 15, 1998.
Holders of the Common Stock are entitled to receive dividends when
and as declared by the Company's Board of Directors out of funds available
therefore. Any such dividends may be paid in cash, property or shares of the
Common Stock. The Company has not paid any dividends since its inception and
presently anticipates that all earnings, if any, will be retained for
11
development and expansion of the Company's business, and that no dividends on
the Common Stock will be declared in the foreseeable future. Any future
dividends will be subject to the discretion of the Company's Board of
Directors and would depend upon, among other things, future earnings, the
operating and financial condition of the Company, its capital requirements,
and general business conditions.
Each holder of Common Stock is entitled to one vote per share on
all matters, including the election of directors, submitted to a vote of such
class. Holders of Common Stock do not have cumulative voting rights. The
absence of cumulative voting means that the holders of more than 50% of the
shares voting for the election of directors can elect all directors if they
choose to do so. In such event, the holders of the remaining shares of the
Common Stock will not be entitled to elect any director. The Board of
Directors shall be elected each year to a one year term. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders.
Miscellaneous Rights and Provisions
Shares of the Common Stock have no preemptive or conversion rights,
no redemption or sinking funds provisions and are not liable to further call
or assessment. The outstanding shares of the Common Stock are, and any
shares sold pursuant to this offering will be, fully paid and non-assessable.
Each share of the Common Stock is entitled to share ratably in any assets
available for distribution to holders of its equity securities upon
liquidation of the Company.
PART II
Item 1. Market Price of and Dividends on Registrant's Common Equity and
Other Shareholder Matters
The Common Stock has not traded. Until this distribution all
shares were owned by Modern Technology Corp. There is no representation made
that any trading market will develop, or if developed that it will be
sustained. There is no indication of any potential trading prices.
As of December 15, 1998, assuming the distribution, the Company
will have approximately 370 shareholders of record.
The Company has not paid any dividends since inception and does not
anticipate paying any dividends.
Item 2. Legal Proceedings
None
Item 3. Changes in and Disagreements with Accountants
Not Applicable
12
Item 4. Recent Sales of Unregistered Securities
None
Item 5. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides for
broad indemnification of officers and directors and Section 326 of the
General Corporation Law of Delaware states as follows:
When an officer, director or stockholder shall pay any debt of a
corporation for which he is made liable by the provisions of this chapter, he
may recover the amount so paid in an action against the corporation for money
paid for its use, and in such action only the property of the corporation
shall be liable to be taken and not the property of any stockholder.
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CORAL DEVELOPMENT CORP.
FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1
BALANCE SHEETS 2
STATEMENT OF STOCKHOLDER'S EQUITY 3
STATEMENTS OF OPERATIONS 4
STATEMENTS OF CASH FLOWS 5
NOTES TO THE FINANCIAL STATEMENTS 6-9
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors and Stockholders
CORAL DEVELOPMENT CORP.
Brooklyn, New York
We have reviewed the balance sheets of CORAL DEVELOPMENT CORP. (A
Development Stage Enterprise) as of September 30, 1998 and the
related statements of operations, stockholder's equity and cash
flows for the three month periods ended September 30, 1998 and
1997, in accordance with standards established by the American
Institute of Certified Public Accountants.
A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an examination in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of June 30, 1998, and the
related statements of operations, shareholders' equity and cash
flows for the year then ended (not presented herein); and in our
report dated August 6, 1998, we expressed an unqualified opinion on
those financial statements. In our opinion, the information set
forth in the accompanying balance sheet as of June 30, 1998 is
fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
GREENBERG & COMPANY LLC
Springfield, New Jersey
November 2, 1998
Page 1 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
Sept 30, 1998 June 30,
(Unaudited) 1998
ASSETS
ASSETS
Current assets - cash $ 514 $ 1,299
Deferred registration costs 26,007 26,007
Organization expense 300 300
TOTAL ASSETS $26,821 $27,606
LIABILITIES AND STOCKHOLDERS' EQUITY
Due to parent company $12,451 6,701
Total Liabilities 12,451 6,701
STOCKHOLDER'S EQUITY
Common stock par value $.001
Authorized: 20,000,000 shares
Shares Issued and Outstanding:
403,000 Shares 403 403
Additional paid in capital 29,897 29,897
(Deficit) accumulated during the
development stage (15,930) (9,395)
Total Stockholders' Equity 14,370 20,905
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $26,821 $27,606
Subject to the comments contained in the Accountants' Review Report.
Page 2 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD NOVEMBER 19, 1996 (INCEPTION) TO SEPTEMBER 30, 1998
(Deficit)
Common Accumulated Total
Stock Additional During the Share-
# of $.001 par Paid in Development holder's
Shares Value Capital Stage Equity
Initial investment
in capital stock 403,000 $403 $29,897 $ -0- $30,300
BALANCE AT
DECEMBER 16, 1996 403,000 403 29,897 -0- 30,300
Net (Loss) for the
period (578) (578)
BALANCE AT
JUNE 30, 1997
(Audited) 403,000 403 29,897 (578) 29,722
Net (Loss) for
the year ended
June 30, 1998 (8,817) (8,817)
BALANCE AT
JUNE 30, 1998
(Audited) 403,000 403 29,897 (9,395) 20,905
Net (Loss) for the
three months ended
September 30, 1998 (6,535) (6,535)
BALANCE AT
SEPTEMBER 30, 1998
(Unaudited) 403,000 $403 $29,897 $(15,930) $14,370
Subject to the comments contained in the Accountants' Review Report.
Page 3 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
FOR THE PERIOD NOVEMBER 19, 1996 (INCEPTION) TO SEPTEMBER 30, 1998
(Unaudited)
Period from
For the Three For the Three Nov. 19, 1996
Months Ended Months Ended (inception) to
Sept 30, 1998 Sept 30, 1997 Sept 30, 1998
General and administrative
expenses $(6,535) $(1,120) $(15,930)
Net (Loss) for the period $(6,535) $(1,120) $(15,930)
Net (Loss) per share $ (0.02) $ (0.00) $ (0.04)
Weighted average common
shares outstanding 403,000 403,000 403,000
Subject to the comments contained in the Accountants' Review Report.
Page 4 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
For the Three For the Three Amounts
Months Ended Months Ended From
Sept 30, 1998 Sept 30, 1997 Inception
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(6,535) $(1,120) $(15,930)
Changes In Assets
(Increase) in Organization Expense -0- -0- (300)
Net Cash (Used In) Operating
Activities (6,535) (1,120) (16,230)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from Parent Company 5,750 -0- 12,451
Common Stock Issuance -0- -0- 30,300
(Increase) in Deferred Registration
Costs -0- (100) (26,007)
Net Cash Provided By (Used In)
Financing Activities 5,750 (100) 16,744
Net Increase (Decrease) in Cash (785) (1,220) 514
Cash, Beginning of Period 1,299 3,515 -0-
CASH, END OF PERIOD $ 514 $ 2,295 $ 514
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Taxes $ -0- $ -0- $ -0-
Interest $ -0- $ -0- $ -0-
Subject to the comments contained in the Accountants' Review Report.
Page 5 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Coral Development Corp. (CDC) is a Delaware corporation. CDC
is in the development stage and has not begun any formal
operations. CDC's office is located in New York. The
principal purpose of CDC is to find and merge with an
operating company. The Company's fiscal year end is June 30.
On December 10, 1996 Modern Technology Corp. (Modern), the
parent company of Coral Development Corp., purchased 403,000
shares of the company for $30,300. The shares of the Company
were registered on June 6, 1997 with the Securities and
Exchange Commission. The intention of Modern is to distribute
those shares to Modern's stockholders in the form of a
dividend.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING POLICIES
Coral Development Corp.'s accounting policies conform to
generally accepted accounting principles. Significant
policies followed are described below.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
NOTE 3: INCOME TAXES
The Company follows Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes."
FAS 109 is an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been
recognized in the Company's financial statements or tax
returns. The Company has net operating loss carry forwards of
approximately $16,000 available to reduce any future income
taxes. The tax benefit of these losses, approximately $5,600,
has been offset by a valuation allowance due to the
uncertainty of its realization.
Page 6 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 4: DEFERRED REGISTRATION COSTS
As of September 30, 1998, the Company has incurred deferred
registration costs of $26,007 relating to expenses incurred in
connection with the Proposed Distribution (see Note 1). Upon
consummation of this Proposed Distribution, the deferred
registration costs will be charged to equity. Should the
Proposed Distribution prove to be unsuccessful, these deferred
costs, as well as additional expenses to be incurred, will be
charged to operations.
NOTE 5: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the
period July 1, 1998 to September 30, 1998 have been prepared
by management from the books and records of the Company, and
reflect, in the opinion of management, all adjustments
necessary for a fair presentation of the financial position
and operations of the Company as of the period indicated
herein, and are of a normal recurring nature.
NOTE 6: PROFORMA INFORMATION
The following proforma information is presented as a result of
the Company signing an agreement with Omnicomm Systems, Inc.
(Omnicomm) on July 22, 1998 whereby the Company and Omnicomm
would merge and the Company would issue 940,000 shares to the
shareholders of Omnicomm in exchange for all their shares
(which are all the outstanding shares of Omnicomm). The
transaction will be accounted for as a pooling of interests as
described in APB Opinion 16.
The following table shows the results of operations on a
proforma basis for the periods presented as though the
companies had combined at the beginning of the period. This
information is presented for informational purposes only and
does not purport to be indicative of the results of operations
that actually would have resulted if the merger had been
consummated at the beginning of the periods presented nor
which may result from future operations.
Page 7 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 6: CONTINUED
Proforma Results of Operations
7/1/98-
9/30/98
Proforma Proforma
7/1/98-9/30/98 Adjust- Consoli-
Coral Omnicomm ment dated
Sales 0 614,188 614,188
Cost of Sales 0 425,106 425,106
Gross Profit 0 189,082 189,082
Other exp 0 63,072 63,072
Selling, general
& admin 6,535 299,927 306,462
Income before tax (6,535) (173,917) (180,452)
Income tax expense
(benefit) 0 (56,482) (56,482)
Net Income (Loss) (6,535) (117,435) (123,970)
Net Income (Loss)
Per Share (0.09)
Weighted Average
Shares o/s 1,343,000
7/1/97-
6/30/98
Proforma Proforma
7/1/97-6/30/98 Adjust- Consoli-
Coral Omnicomm EdNav ment dated
Sales 0 978,377 170,901 1,149,278
Cost of Sales 0 618,022 103,242 721,264
Gross Profit 0 360,355 67,659 428,014
Other exp 0 9,685 56,054 253,270 319,009
Selling, general
& admin 6,535 195,628 63,108 265,271
Income before tax (6,535) 155,042 (51,503) (156,266)
Income tax expense 0 48,574 0 (48,574) 0
Net Income (Loss) (6,535) 106,468 (51,503) (156,266)
Net Income (Loss)
Per Share (.12)
Weighted Average
Shares o/s 1,343,000
Page 8 of 9
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 6: CONTINUED
Note:
The proforma adjustment for the year ended June 30, 1998
assumes the Omnicomm acquisition of Education Navigator took
place at the beginning of the year. The proforma adjustment
relating to the acquisition (accounted for as a purchase under
APB Opinion 16) is for depreciation and amortization of
$253,270 on the acquired assets. Weighted average shares
outstanding is calculated by taking Coral's 403,000 shares
outstanding and adding 940,000 shares issued to Omnicomm
shareholders.
Proforma Balance Sheets Sept. 30, 1998 June 30, 1998
Current assets $209,074 $149,163
Fixed assets, net 34,103 29,101
Intangible assets, net 185,594 118,333
Goodwill, net 436,026 317,110
Other assets 36,214 30,188
Total Assets $901,011 $643,895
Current liabilities $589,642 $456,993
Long term debt 182,500 182,500
Shareholders' equity 128,869 4,402
$901,011 $643,895
Page 9 of 9
OMNICOMM SYSTEMS, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1
BALANCE SHEETS 2
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) 3
STATEMENTS OF OPERATIONS 4
STATEMENTS OF CASH FLOWS 5-6
NOTES TO THE FINANCIAL STATEMENTS 7-13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors and Shareholders
OMNICOMM SYSTEMS, INC.
Miami, Florida
We have audited the accompanying balance sheet of OMNICOMM SYSTEMS,
INC. as of December 31, 1997 and the related statements of
operations, statements of shareholders' equity (deficit) and cash
flows for the period February 28, 1997 (inception) through December
31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based upon 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
OMNICOMM SYSTEMS, INC. as of December 31, 1997, and the results of
its operations and its cash flows for the period February 28, 1997
(inception) through December 31, 1997, in conformity with generally
accepted accounting principles.
GREENBERG & COMPANY LLC
Springfield, New Jersey
November 5, 1998
Page 1 of 13
OMNICOMM SYSTEMS, INC.
BALANCE SHEETS
A S S E T S
September 30 December 31
1998 1997
(Unaudited)
CURRENT ASSETS
Cash $ 3,075 $ 16,077
Accounts Receivable 205,485 26,086
Total Current Assets 208,560 42,163
PROPERTY AND EQUIPMENT - Net 34,103 6,800
OTHER ASSETS
Stockholder Loans 3,406 10,906
Intangible Assets, net 185,594 467
Deferred Tax Assets 6,501 -0-
Goodwill, net 436,026 -0-
TOTAL ASSETS $874,190 $ 60,336
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $266,460 $ 26,189
Notes Payable - Current 305,000 50,000
Income Tax Payable 5,731 -0-
Total Current Liabilities 577,191 76,189
Notes Payable - Long Term 182,500 -0-
Total Liabilities 759,691 76,189
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred Stock - 2,000,000 shares
authorized, none issued and outstanding
Common Stock - 10,000,000 shares
authorized, 2,941,180 and 1,875,000
issued and outstanding, respectively,
at no par value 132,604 187
Retained Earnings (Deficit) (18,105) (16,040)
114,499 (15,853)
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT) $874,190 $ 60,336
The accompanying notes are an integral part of these financial
statements.
Page 2 of 13
OMNICOMM SYSTEMS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For The Period February 28, 1997 (inception) to September 30, 1998
Total
Share-
Common Stock Retained holders'
Number No Par Earnings Equity
of Shares Value (Deficit) (Deficit)
Issuance of
Common Stock 1,875,000 $ 187 $ -0- $ 187
Net Income (Loss)
for the period
Feb. 28, 1997
(inception) through
December 31, 1997 (16,040) (16,040)
BALANCES AT
DECEMBER 31, 1997
(Audited) 1,875,000 187 (16,040) (15,853)
Issuance of
Common Stock
(Unaudited) 625,000 63 63
Acquisition of
Education Navigator,
Inc. (Unaudited) 441,180 132,354 132,354
Net Income (Loss) for
the Nine Months Ended
September 30, 1998
(Unaudited) (2,065) (2,065)
BALANCES AT
SEPTEMER 30, 1998
(Unaudited) 2,941,180 $132,604 $(18,105) $114,499
The accompanying notes are an integral part of these financial statements.
Page 3 of 13
OMNICOMM SYSTEMS, INC.
STATEMENTS OF OPERATIONS
Nine Months Ended February 28, 1997
September 30, (inception) to
1998 1997 December 31, 1997
(Unaudited)
REVENUES - SALES, Net $1,382,192 $ 82,747 $210,373
COST OF SALES 878,178 95,366 164,950
GROSS MARGIN (LOSS) 504,014 (12,619) 45,423
OTHER EXPENSES
Depreciation and Amortization 64,701 -0- 717
Interest 1,719 1,200 5,620
Selling, General and
Administrative 440,429 12,969 55,126
Income (Loss) Before Taxes (2,835) (26,788) (16,040)
Income Taxes Expense (Benefit) (770) -0- -0-
NET INCOME (LOSS) $ (2,065) $ (26,788) $(16,040)
Net Income (Loss) Per Share $(0.00) $(.01) $(.01)
Weighted Average Number of
Shares Outstanding 2,647,060 1,875,000 1,875,000
The accompanying notes are an integral part of these financial statements.
Page 4 of 13
OMNICOMM SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
Nine Months Ended February 28, 1997
September 30, 1998 (inception) to
(Unaudited) December 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (2,065) $(16,040)
Adjustment to Reconcile Net Income
to Net Cash Provided By (Used In)
Operating Activities:
Depreciation and Amortization 64,701 717
Change in Assets and Liabilities,
net of effects of acquisition of
Education Navigator Inc (EdNav):
(Increase) Decrease in Accounts
Receivable (165,453) (26,086)
(Increase) Decrease in Deferred
Income Taxes (6,501) -0-
Increase (Decrease) in Organization
Costs -0- (539)
Increase (Decrease) in Accounts
Payable and Accrued Expenses 240,271 26,189
Increase (Decrease) in Income
Tax Payable 5,731 -0-
Net Cash Provided By (Used In)
Operating Activities 136,684 (15,759)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (2,249) (7,445)
Purchase of EdNav, Net of Cash
Acquired (67,500) -0-
Net Cash Provided By (Used In)
Investing Activities (69,749) (7,445)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Note Payable -0- 50,000
(Payments of) Notes Payable (87,500) -0-
(Loans to) Payments From Stockholder 7,500 (10,906)
Proceeds from Common Stock Issuance 63 187
Net Cash Provided By (Used In)
Financing Activities (79,937) 39,281
The accompanying notes are an integral part of these financial statements.
Page 5 of 13
OMNICOMM SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(CONTINUED)
Net Increase (Decrease) in Cash and
Cash Equivalents (13,002) 16,077
Cash and Cash Equivalents at
Beginning of Period 16,077 -0-
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,075 $ 16,077
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Income Tax Paid $ -0- $ -0-
Interest Paid $ 1,719 $ 5,020
Non Cash Investing and Financing
Transactions:
Acquisition of all of the Outstanding
Common Stock of Education Navigator
Inc. during the Nine Months
Ended September 30, 1998
Assets Acquired, Fair Value $ 732,354
Notes to Sellers Issued (525,000)
Common Stock Issued (132,354)
Cash Acquired (7,500)
Net Cash Paid for Acquisition $ 67,500
The accompanying notes are an integral part of these financial statements.
Page 6 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
OmniComm Systems, Inc. (the Company) formerly The Premisys
Group, Inc. was incorporated in Florida in February 1997. The
Company is a computer systems integrator providing services and
hardware sales for the installation of local and wide area
networks. The Company's customers are located throughout North
America.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term
investments with maturities of 90 days or less. The carrying
amount reported in the accompanying balance sheets approximates
fair value.
CONSOLIDATION
During the period from July 1, 1998 through September 30, 1998
the accounts of the Company's wholly owned subsidiary,
Omnicommerce Systems Inc. (Omnicommerce) were included in the
consolidated financial position and results of operations and
cash flows. Omnicommerce was formed in July 1998 for the
purpose of acquiring Education Navigator, Inc. (See Note 3,
Acquisition.) All significant intercompany transactions have
been eliminated in consolidation.
ACCOUNTS RECEIVABLE
Accounts receivable are judged as to collectibility by
management and an allowance for bad debts is established as
necessary. As of each balance sheet date, no reserve was
considered necessary.
ADVERTISING
Advertising costs are expensed as incurred.
INTANGIBLE ASSETS AND GOODWILL
Included in Intangible Assets are the following assets:
September 30, 1998
Cost Accum Amortization Asset
$120,000 $15,000 Covenant not to compete
87,500 7,292 Software development costs
539 153 Organization costs
$208,038 $22,445
Page 7 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
December 31, 1997
Cost Accum Amortization Asset
$ 539 $ 72 Organization costs
The covenant not to compete and the software development costs
were acquired as a result of the acquisition of EdNav (see Note
3). The covenant is for a two year period and is being
amortized ratably over that time. The software development
costs were capitalized and are being amortized ratably over a
three year period as that is the expected life of the various
products.
Included in Goodwill, as a result of the EdNav acquisition (see
Note 3), at September 30, 1998 is the cost of $475,665 and
accumulated amortization of $39,639. The goodwill is amortized
ratably over a three year period.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentration of credit risk are accounts receivable. Major
customers are as follows:
September 30, 1998 December 31, 1997
% of % of
Customer Sales $ Total Sales Sales $ Total Sales
Commercial
Services Inc $1,086,459 78% $155,648 74%
Metropolitan
Mortgage -0- -0- 25,934 12%
Office Depot
Inc 114,719 8% -0- -0-
Keen Battle
Mead 103,922 7% -0- -0-
The Company performs ongoing credit evaluations of its
customers but generally does not require collateral to support
customer receivables. The loss of any one of these customers
could have a material adverse effect on the financial
condition of the company.
Page 8 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
PROPERTY AND EQUIPMENT, At Cost
Property and equipment consists of the following:
September 30, 1998 December 31, 1997
Accumulated Accumulated
Cost Depreciation Cost Depreciation
Computer and
office
equipment $35,360 $3,113 $7,445 $645
Office
furniture 2,078 222 -0- -0-
$37,438 $3,335 $7,445 $645
Renewals and betterments are capitalized; maintenance and
repairs are expensed as incurred.
Depreciation is calculated using the straight line method over
the asset's estimated useful life, which is 5 years for
equipment and 7 years for office furniture.
Depreciation expense for 1997 and 1998 was $645 and $2,690
respectively.
REVENUE RECOGNITION POLICY
The company recognizes sales, for both financial statement
purposes and for tax purposes, when the products are shipped
and when services are provided.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws.
Page 9 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
Valuation allowances are established when necessary to reduce
deferred tax assets to the estimated amount to be realized.
Income tax expense represents the tax payable for the current
period and the change during the period in the deferred tax
assets and liabilities.
STOCK OPTION PLAN
In 1998 the Company initiated a stock option plan. The Plan
provides for granting Incentive Stock Options, Nonqualified
Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Phantom Stock Unit Awards and Performance Share Units.
In 1998 the Company granted an option to an employee (see Note
3., Acquisition) to purchase 85,000 shares of common stock.
The option is exercisable after one year. No compensation
expense has been recognized during the periods presented.
NOTE 3: ACQUISITION
On June 26, 1998 the Company acquired all of the outstanding
common stock of Education Navigator, Inc. (EdNav). The
purchase has been accounted for under the purchase method in
accordance with APB Opinion 16. The Company paid the selling
stockholders of EdNav $600,000 ($75,000 downpayment and
$525,000 in a promissory note) and issued 441,180 shares of
common stock of the Company to the selling stockholders of
EdNav. The Company valued these shares at $.30 each based
principally on the earnings potential of the combined
operations. Therefore, the total purchase price was $732,354.
The Company also granted a stock option to one selling
stockholder to purchase 85,000 shares of the Company for $.60
per share. The option is pursuant to a stock option plan
(which has 3,000,000 shares reserved under the plan) and is
exercisable over the next three years at 14,166 shares, 28,334
shares and 42,500 shares, respectively.
EdNav is an Internet company that has developed and is
developing dynamic web applications for business. The
acquisition of EdNav is accounted for as under the purchase
method. All results of EdNav's operations are included in the
financial statements from June 26, 1998 forward. The
acquisition resulted in $475,665 recorded as goodwill, which
will be amortized ratably over 3 years.
The fair value of the assets acquired were as follows:
Cash $ 7,500
Accounts receivable 13,945
Computer and office equipment 27,744
Covenant not to compete 120,000
Software developed 87,500
Goodwill 475,665
$732,354
Page 10 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
The following table shows the results of operations on a pro
forma basis for the periods presented as though the companies
had combined at the beginning of the period. This information
is presented for informational purposes only and does not
purport to be indicative of the results of operations that
actually would have resulted if the acquisition had been
consummated on February 28, 1997 nor which may result from
future operations.
1/1/98-9/30/98 2/28/97-12/31/97
Revenues $1,450,217 $ 210,373
Income (Loss) before
extraordinary items (128,243) (325,249)
Net Income (Loss) (128,243) (325,249)
Earnings (Loss)
Per Share $(.04) $(.14)
Weighted Average
Shares Outstanding 2,942,106 2,317,106
Proforma adjustments to the results of operations are as
follows:
1/1/98-9/30/98 2/28/97-12/31/97
Depreciation -
Equipment $ 2,720 $ 5,440
Amortization:
Software developed 14,583 29,167
Covenant not to
Compete 30,000 60,000
Goodwill 79,278 158,555
(126,581) (253,162)
EdNav net income
(Loss):
1/1/98-6/30/98 403
1/1/97-12/31/97 (56,048)
Proforma Adjustment $(126,178) $(309,210)
NOTE 4: NOTES PAYABLE
At December 31, 1997 the Company owed $50,000 to a third
party. The note was payable on demand and bore interest at
two percent per month. The note was secured by all accounts
receivable of the Company.
At September 30, 1998 the Company owed $487,500 to the selling
stockholders of Ed Nav (see Note 3). The notes are payable
over the next two years and bear interest at 5.51% annually.
The amount payable in the fiscal year 1999 is $305,000 and the
amount due in the fiscal year 2000 is $182,500.
Page 11 of 13
OMNICOMM SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
NOTE 5: COMMITMENTS AND CONTINGENCIES
The company is currently in a lease for office space requiring
minimum annual base rental payments for the fiscal periods
shown as follows:
1999 $ 25,747
2000 26,552
2001 27,357
2002 28,161
2003 28,966
Total $136,783
In addition to annual base rental payments, the company must
pay an annual escalation for operating expenses as determined
in the lease. Rent expense for 1997 and 1998 was $24,737 and
$30,126, respectively.
NOTE 6: INCOME TAXES
Income taxes are accrued at the statutory U.S. and state income
tax rates.
During the period ended December 31, 1997 the Company elected
to be taxed as an 'S' corporation for federal and state income
tax purposes. Therefore, the corporate income is taxed
directly to the shareholders. This election was terminated as
of January 1, 1998.
Income tax expense is as follows:
September 30, 1998
(Unaudited)
Current tax expense (benefit):
Income tax at statutory rates $ 5,731
Deferred tax expense (benefit):
Amortization of Goodwill and
Covenant (6,501)
Total Tax Expense (Benefit) $ (770)
The tax effect of significant temporary differences, which
comprise the deferred tax assets are as follows:
September 30, 1998
(Unaudited)
Deferred tax asset
Amortization of Intangibles $ 6,501
Page 12 of 13
OMNICOMM STSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
NOTE 7: RELATED PARTY TRANSACTIONS
The Company paid rent of $22,500 to a shareholder for the use
of office space during 1997.
The Company was owed $10,906 and $3,406 at December 31, 1997
and September 30, 1998, respectively, from two of its
shareholders. The amounts are payable on demand. The interest
rate is 8% annually.
NOTE 8: POSTRETIREMENT EMPLOYEE BENEFITS
The Company does not have a policy to cover employees for any
health care or other welfare benefits that are incurred after
employment (postretirement). Therefore, no provision is
required under SFAS's 106 or 112.
NOTE 9: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the
period January 1, 1998 to September 30, 1998 have been prepared
by management from the books and records of the Company, and
reflect, in the opinion of management, all adjustments
necessary for a fair presentation of the financial position and
operations of the Company as of the period indicated herein,
and are of a normal recurring nature.
Page 13 of 13
EDUCATION NAVIGATOR, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1
BALANCE SHEETS 2
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) 3
STATEMENTS OF OPERATIONS 4
STATEMENTS OF CASH FLOWS 5
NOTES TO THE FINANCIAL STATEMENTS 6-9
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors and Shareholders
EDUCATION NAVIGATOR, INC.
Miami, Florida
We have audited the accompanying balance sheet of EDUCATION
NAVIGATOR, INC. as of December 31, 1997 and 1996 and the related
statements of operations, statements of shareholders' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based upon 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
EDUCATION NAVIGATOR, INC. as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
GREENBERG & COMPANY LLC
Springfield, New Jersey
November 5, 1998
Page 1 of 9
EDUCATION NAVIGATOR, INC.
BALANCE SHEETS
ASSETS
December 31,
1997 1996
CURRENT ASSETS
Cash $ 3,521 $ 4,328
Accounts Receivable 1,550 -0-
Total Current Assets 5,071 4,328
PROPERTY AND EQUIPMENT - Net 22,351 10,241
OTHER ASSETS
Deposit 2,807 2,807
Organization Costs, net 581 733
TOTAL ASSETS $ 30,810 $ 18,109
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 41,633 $ 8,604
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock - 100,000 shares
authorized, 1,000 issued and
outstanding at $.001 par value 1 1
Additional Paid In Capital 82,083 46,413
Retained Earnings (Deficit) (92,907) (36,859)
Less: Stock Subscription Receivable -0- (50)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (10,823) 9,505
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT) $ 30,810 $ 18,109
The accompanying notes are an integral part of these financial
statements.
Page 2 of 9
EDUCATION NAVIGATOR, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For The Period February 28, 1997 (inception) to December 31, 1997
Total
Stock Share-
Number $.001 Additional Retained Subscrip- holders'
of Par Paid-In Earnings tion Equity
Shares Value Capital (Deficit) Receivable (Deficit)
Issuance of
Common Stock 1,000 $1 $46,413 $ -0- $ 46,414
Stock Subscription
Receivable $(50) (50)
Net Income (Loss)
for the period
Sept. 24, 1996
(inception) through
December 31, 1996 (36,859) (36,859)
BALANCES AT
DECEMBER 31, 1996 1,000 1 46,413 (36,859) (50) 9,505
Capital
Contribution 35,670 35,670
Stock Subscription
Payment 50 50
Net Income (Loss) for
the Year Ended
December 31, 1997 (56,048) (56,048)
BALANCES AT
DECEMBER 31, 1997 1,000 $1 $82,083 $(92,907) $-0- $(10,823)
The accompanying notes are an integral part of these financial statements.
Page 3 of 9
EDUCATION NAVIGATOR, INC.
STATEMENTS OF OPERATIONS
September 24, 1996
For The Year Ended (inception) to
December 31, 1997 December 31, 1996
SALES, Net $133,560 $ -0-
COST OF SALES 90,689 -0-
GROSS PROFIT 42,871 -0-
OTHER EXPENSES
Depreciation and
Amortization Expense 3,893 562
Interest Expense -0- 363
Bad Debts 25,200 -0-
Selling, General and
Administrative 69,826 35,934
Income (Loss) Before Taxes (56,048) (36,859)
Income Taxes -0- -0-
NET INCOME (LOSS) $(56,048) $(36,859)
Earnings (Loss) Per Share $(56.05) $(36.86)
Number of Weighted Average
Shares Outstanding 1,000 1,000
The accompanying notes are an integral part of these financial statements.
Page 4 of 9
EDUCATION NAVIGATOR, INC.
STATEMENTS OF CASH FLOWS
September 24, 1996
For the Year Ended (inception) to
December 31, 1997 December 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(56,048) $(36,859)
Adjustment to Reconcile Net Income
to Net Cash Provided By (Used In)
Operating Activities:
Depreciation and Amortization 3,893 562
Change in Assets and Liabilities:
(Increase) Decrease in Accounts
Receivable (1,550) -0-
(Increase) Decrease in Deposit -0- (2,807)
(Decrease) Increase in Accounts
Payable and Accrued Expenses 33,029 8,604
Net Cash Provided By (Used In)
Operating Activities (20,676) (30,500)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (15,851) (10,778)
Organization Costs -0- (758)
Net Cash Provided By (Used In)
Investing Activities (15,851) (11,536)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Common Stock Issuance -0- 46,364
Additional Paid In Capital 35,720 -0-
Net Cash Provided By (Used In)
Financing Activities 35,720 46,364
Net Increase (Decrease) in Cash (807) 4,328
Cash At Beginning of Period 4,328 -0-
CASH AT END OF PERIOD $ 3,521 $ 4,328
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Income Tax Paid $ -0- $ -0-
Interest Paid $ 363 $ -0-
The accompanying notes are an integral part of these financial statements.
Page 5 of 9
EDUCATION NAVIGATOR, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Education Navigator, Inc. (the Company) was incorporated in
Florida in September 1996. The Company develops and maintains
dynamic internet web site applications for business. The
Company's customers are located throughout North America.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term
investments with maturities of 90 days or less. The carrying
amount reported in the accompanying balance sheets approximates
fair value.
ACCOUNTS RECEIVABLE
Accounts receivable are judged as to collectibility by
management and an allowance for bad debts is established as
necessary. As of each balance sheet date, no reserve was
considered necessary.
ADVERTISING
Advertising costs are expensed as incurred.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentration of credit risk are accounts receivable.
The Company performs ongoing credit evaluations of its
customers but generally does not require collateral to support
customer receivables.
Page 6 of 9
EDUCATION NAVIGATOR, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
PROPERTY AND EQUIPMENT
The components of property and equipment at cost are as
follows:
12/31/97 12/31/96
Computer equipment $23,147 $ 7,296
Office Furniture 2,783 2,783
Office Equipment 699 699
26,629 10,778
Accumulated Depreciation (4,278) (537)
Property & Equipment, Net $22,351 $10,241
Renewals and betterments are capitalized; maintenance and
repairs are expensed as incurred.
Depreciation is calculated using the straight line method over
the asset's estimated useful life, which is 5 years for
equipment and 7 years for office furniture.
Depreciation expense for 1997 and 1996 was $3,741 and $537,
respectively.
REVENUE RECOGNITION POLICY
The company recognizes sales, for both financial statement
purposes and for tax purposes, when the products are shipped
and when services are provided.
ORGANIZATION COSTS
Organization costs of $758 were capitalized upon
incorporation. Amortization is recognized ratably over five
years. Amortization expense for 1996 and 1997 was $25 and
$152, respectively.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Page 7 of 9
EDUCATION NAVIGATOR, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws.
Valuation allowances are established when necessary to reduce
deferred tax assets to the estimated amount to be realized.
Income tax expense represents the tax payable for the current
period and the change during the period in the deferred tax
assets and liabilities.
NOTE 3: SUBSEQUENT EVENT - ACQUISITION
On June 26, 1998 the Company was acquired by Omnicomm Systems,
Inc. (Omni) for $600,000 and 441,200 shares of Omni stock.
NOTE 4: COMMITMENTS AND CONTINGENCIES
The company is currently in a lease for office and factory
space requiring minimum annual base rental payments for the
fiscal periods shown as follows:
1999 $ 25,747
2000 26,552
2001 27,357
2002 28,161
2003 28,966
Total $136,783
In addition to annual base rental payments, the company must
pay an annual escalation for operating expenses as determined
under the lease. Rent expense for 1996 and 1997 was $2,132
and $21,482, respectively.
NOTE 5: INCOME TAXES
Income taxes are accrued at the statutory U.S. and state income
tax rates.
During the periods ended December 31, 1996 and 1997 the Company
elected to be taxed as an 'S' corporation for federal and state
income tax purposes. Therefore, the corporate income is taxed
directly to the shareholders. This election was terminated as
of June 26, 1998, when Omnicomm acquired all of the outstanding
stock of the Company.
Page 8 of 9
EDUCATION NAVIGATOR, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Continued)
NOTE 6: POSTRETIREMENT EMPLOYEE BENEFITS
The Company does not have a policy to cover employees for any
health care or other welfare benefits that are incurred after
employment (postretirement). Therefore, no provision is
required under SFAS's 106 or 112.
Page 9 of 9
PART III
Exhibits
2(a) Certificate of Incorporation*
(b) By-Laws*
(c) Amendment to Agreement and Plan of Reorganization
*Filed with Registration Statement #333-6410
and incorporated herein by reference.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CORAL DEVELOPMENT CORP.
by
Arthur Seidenfeld, President
Dated: December 20, 1998
14
Exhibit 2(c)
AMENDMENT TO AGREEMENT
AND PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization (the
"Amendment") is made as of November 3, 1998 by and among OmniComm
Systems, Inc., a Florida corporation (the "Seller" or "OmniComm"),
Modern Development Corp. a Delaware corporation (the "Buyer" or
"Modern"), Arthur Seidenfeld and Anne Seidenfeld (collectively the
"Modern Shareholders"), and Randall Smith, Lawton Jackson, Peter
Knezevich, Cliff Middleton, and Hugh McCallum (collectively
"OmniComm Shareholders").
RECITALS:
Whereas, on July 22, 1998, the parties executed an Agreement
and Plan of Reorganization (the "Agreement" or "Merger"), with the
Buyer being the surviving corporation;
Whereas, the Merger was subject to Rule 419 of the Securities
Act of 1933, as amended (the "Act"), which requires, among other
things, that any merger be finalized within 18 months of the filing
of a registration statement;
Whereas, the parties acknowledge that it is unlikely that they
will be unable to comply with the technical proscriptions of Rule
419 prior to December 6, 1998 (18 month cut-off date) and the
Securities Exchange Commission ("SEC") has indicated that it will
not grant an extension; and,
Whereas, the parties have agreed to proceed with a shortened
process to finalize the Merger which will not require compliance
with Rule 419 of the Act.
Now, Therefore, in consideration of the premises and the
mutual covenants set forth in this Agreement, the parties agree as
follows:
1. Effect of Amendment. The terms and conditions of the
Agreement and Plan of Reorganization dated July 22, 1998 shall
remain in effect and bind the parties thereto unless specifically
amended herein.
1
2. Rule 419 of the Act. All references to Rule 419 of the Act
shall be omitted from the Agreement so that the requirement of Rule
419 shall have no effect whatsoever on the Merger transaction or
the parties thereto. Specifically, the Agreement shall be amended
to delete paragraphs 3.20, 7.6, 8.5, and 9.1 and delete those
portions of paragraphs 3.4 and 3.14(c) where reference is made to
Rule 419.
3. Modern Technology Corporation. Modern Technology
Corporation ("Modern") shall be added as a party to the Agreement.
The directors and officers of Modern represent and warrant to the
following:
3.1 Organization and Standing; Articles and By-Laws.
Modern is a corporation duly organized and existing under, and by
virtue of, the laws of the State of Nevada and is in good standing
under such laws. Modern has the requisite corporate power and
authority to own and operate its properties and assets, and to
carry on its business as presently qualified to do business as a
foreign corporation in any jurisdiction, and the failure to be so
qualified will not have a materially adverse affect on the
Company's business as now conducted or as now proposed to be
conducted. Modern has furnished to OmniComm certified copies of
its Articles of Incorporation, By-Laws, and a certified copy of a
certificate of good standing or its equivalent from the Secretary
of State of Nevada. Said copies are true, correct and complete and
contain all amendments through the Closing Date.
3.2 Corporate Power. Modern will have at the Closing
Date all requisite legal and corporate power and authority to
execute and deliver this Amendment, to issue the Shares hereunder
and perform its obligations under the terms of this Amendment and
the Agreement.
3.3 Subsidiaries. Modern has no subsidiaries or
affiliated companies and does not otherwise own or control,
directly or indirectly, any equity interest in any corporation,
association or business entity, except for Coral Development.
Coral Development is a wholly owned subsidiary of Modern. Modern
owns all of the issued and outstanding shares of Coral Development
consisting of 403,000 shares of common stock (the "Shares").
2
3.4 Capitalization. The authorized capital stock of
Modern consists of 150,000,000 shares of Common Stock, par value
$.001 per share of which 20,150,000 shares are issued and
outstanding.
3.5 Authorization. All corporate action on the part of
Modern and its directors necessary for the authorization,
execution, delivery and performance of this Amendment by Modern,
the authorization, sale, issuance and delivery of the Shares and
the performance of all Modern obligations hereunder has been taken
or will be taken prior to the Closing. This Amendment, when
executed and delivered by Modern, will be enforceable in accordance
with its terms. The Shares, when issued in compliance with the
provisions of this Amendment, will be validly issued, fully paid
and nonassessable; and, the Shares will be free of any liens or
encumbrances.
3.6 Offering. The offer and issuance of the Shares in
conformity with the terms of this Amendment constitutes a
transaction exempt from the registration requirements of Section 5
of the Act.
3.7 Reporting Status. Modern is a reporting company as
that term is defined by the rules and regulations of the Securities
Exchange Act of 1934, as amended.
4. Pro-Rata Distribution. Modern shall distribute to its
shareholders, on a pro-rata basis, all of the Shares. The
distribution of the Shares shall take place on the effective date
of Form 10.
5. Registration of Shares. The parties agree to use their
best efforts to take the necessary action to register the Shares
with the Securities and Exchange Commission by filing a Form 10.
6. Unwinding. In the event Modern is unable or prevented from
distributing the Shares pursuant to Section 4, above, due to
actions, events, or any other matter concerning or involving Modern
and not as a result of matters or issued arising from the filing of
the Form 10, within 6 months of the filing date of the Form 10, the
parties shall consider the Agreement and any amendments thereto as
void abinitio.
3
7. Fees and Expenses. In the event the transactions
contemplated by the Agreement and any amendments thereto is unwound
pursuant to paragraph 6, above, OmniComm will reimburse Modern for
all accounting fees associated with the Merger and Form 10 filing;
and, in the event OmniComm received financing as a direct result of
efforts of Modern, a fee of ten percent (10%) will be paid to
Modern.
8. Closing Date. Section 2 of the Agreement is deleted in its
entirety. The closing of the transactions contemplated by this
Amendment and the Agreement shall take place on the effective date
of the Form 10.
[INTENTIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS]
4
The foregoing Amendment is hereby executed as of the date
first above written:
OmniComm Systems, Inc.
By:
Name: Peter S. Knezevich
Capacity: Chief Financial Officer and Director
Coral Development Corp.
By:
Name: Arthur Seidenfeld
Capacity: President and Director
Modern Technology Corp.
By:
Name: Arthur Seidenfeld
Capacity: President and Director
Coral Shareholders
Arthur Seidenfeld
Anne Seidenfeld
OmniComm Shareholders
Randall G. Smith
Lawton R. Jackson
Peter S. Knezevich
Clifton Middleton
Hugh McCallum
5
