SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (date of earliest event reported) September 30, 1998
TOUPS TECHNOLOGY LICENISNG, INC.
(Exact name of registrant as specified in its charter)
Florida 000-23897 59-3462501
State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
7887 Bryan Diary Road, Suite 105, Largo, Florida 33777
(address of principal executive offices)
Registrant's telephone number, including area code: (813)-548-0918
<PAGE>
ITEM 1 Not applicable
ITEM 2 Acquisition of Brounley Associates, Inc.
On September 30, 1998, the Registrant acquired Brounley
Associates, Inc. in an exchange of common shares agreement in
which the Company issued 900,000 unregistered common shares in
exchange for 100% of the issued and outstanding common shares
of Brounley. The Company agreed to register 105,000 of the
900,000 common shares issued in the course of the acquisition.
The consideration provided in the course of the acquisition
was determined based on Brounley's unaudited financial
statements for the nine-month period ending August, 1998 and
anticipated revenues and earnings for the twelve month period
between Jan - Dec, 1999. There is no relationship between the
Company and any principal, employee or associate of Brounley.
The Company does not intend to liquidate any of the
equipment acquired but intends to continue Brounley's business
purpose.
Brounley was formed February 23, 1994 to engage in the
design and manufacture of Radio Frequency (RF) and related
circuits, particularly in the field of solid state power
generation. Brounley's integrated and modular design concepts
competitively differentiate their product line of high powered
RF generators in small packages. Subsequently, Brounley added
production facilities to build a new line of generators for
Lasers and for the Plasma Etching & Sputtering industry. In
addition to Integrated RF Generators, Brounley offers clients
a full range of services from an original design to a final
product, including: Transmitters: AM, FM, SSB, Switching,
Pulsed; Filters; Switching Regulators, Modulators, Power
Factor Correction; VSWR Characterization of Power Amplifiers
and Protection; TTL Logic Control Circuits; Crystal, LC
Oscillators and VCO's; Frequency Multipliers; Receiver
Designs.
Prior to the acquisition by Toups Technology, Brounley's
was a closely-held private corporation owned by four persons.
Mr. Herold was paid a commission in the form of shares the
Company's shares by the principals of Brounley's for acting as
a finder and facilitator to the transaction.
The five principals of Brounley to receive the
Registrant's unregistered common shares as a result of the
acquisition are reflected below. Prior to the transaction,
none of the following were associated with the Company nor
were any associated with an officer, director, affiliate or 5%
shareholders.
Individual Number of Shares Received
Gary R. Eschenroeder 461,700
Richard W. Brounley 222,300
Robert W. Brounley 85,500
Lynn M. Dort 85,500
Chuck D. Herold 45,000
------
Total unregistered
shares issued to acquire Brounley 900,000
=======
Item 3 Not applicable.
Item 4 Not applicable.
Item 5 Not applicable
Item 6 Not applicable
Item 7 Financial Statements
The Company's independent auditor's estimate it will take
approximately forty-five days to complete financial statements
required to be a part of this Form 8-k. In the interim,
attached are the unaudited Pro Forma Consolidated financial
statements for the six moth period ended June 30, 1998 which
give effect to the acquisition of Brounley which was effective
September 30, 1998. The Company intends to file required
financial statements by amendment hereon as soon as
practicable but no later than 60 days after the date this Form
8-k is filed.
Item 8 Not applicable.
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.
Toups Technology Licensing, Inc.
(Registrant)
Date: September 30, 1998 Leon H. Toups, President
------------------------
(Signature)
Toups Technology Licensing, Inc.
PRO FORMA BALANCE SHEET
June 30, 1998 (Unaudited)
(Unaudited)
June 30
1998
Assets:
Cash $ 297,193
Accounts Receivable, net of allowance
for doubtful accounts of $5,000 231,582
Notes Receivable 32,000
Inventory, at cost 264,151
Prepaid expenses-other 4,307
Prepaid royalty expenses 71,000
Deferred charges -
Property and equipment, net of
accumulated depreciation of $87,840 258,056
-----------------
Total Assets $1,158,288
=================
Liabilities:
Accounts Payable and accrued liabilities 192,635
Deposits 14,250
Notes Payable 84,320
Capital Lease Obligation 188,473
-----------------
Total Liabilities $ 479,679
-----------------
Stockholders' equity:
Common Stock 12,077
Additional paid-in capital 1,152,225
Retained Earnings (40,423)
Deficit accumulated during development stage (445,270)
-----------------
Total Stockholders' equity $ 678,609
-----------------
Total liabilities and $ 1,158,288
stockholders' equity =================
Pro Forma Consolidated Unaudited Financial Statement
Toups Technology Licensing, Inc.
PRO FORMA STATEMENT OF OPERATIONS
For the six-month period ended June 30, 1998 (Unaudited)
(Unaudited)
Six-month
Period ended
June 30,
1998
Sales $ 869,427
Cost of Goods Sold 527,015
Gross Profit 342,412
Expenses:
Salaries 293,626
Consulting fees 158,143
Other operating costs 444,358
------------------
Total expenses 896,127
Net Operating Loss (553,715)
Other Income:
Interest Income 2,937
Net loss $ (550,778)
===============
Weighted average number of
shares outstanding 16,495,454
Net loss per share $ 0.0334
===============
Pro Forma Consolidated Unaudited Financial Statement
