SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (date of earliest event reported) December 15, 1998
TOUPS TECHNOLOGY LICENSING, 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 Dairy Road, Suite 105, Largo, Florida 33777
(address of principal executive offices)
Registrant's telephone number, including area code: (727)-548-0918
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ITEM 1 Not applicable
ITEM 2 Not applicable
Item 3 Not applicable.
Item 4 Not applicable.
Item 5 Not applicable
Item 6 Not applicable.
Item 7 Attached hereon is the auditor's report and accompanying balance
sheet of Intersource Health Care, Inc. as of December 31, 1997,
and the related statements of operations, stockholders' deficit,
and cash flows for the year then ended.
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: June 24, 1999 Leon H. Toups, President
------------------------
(Signature)
Exhibit
1 Contract between Toups Technology Licensing, Inc. and Compania
De Luz Y Fuerza De Las Terrenas, C. por A. effective December 15, 1998
The Board of Directors
Intersource Health Care, Inc.
Largo, Florida
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Intersource Health Care,
Inc. (the Company) as of December 31, 1997, and the related statements of
operations, stockholders' deficit, and cash flows for the year then ended. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Intersource Health Care,
Inc. as of December 31, 1997, and the results of their operations and their cash
flows for the year then ended in conformity with generally accepted accounting
principles.
February 2, 1999
Harper, Van Scoik & Company, L. L. P.
A WORLDWlDE ORGANIZATION OF ACCOUNTlNG FlRMS AND BUSlNESS ADVlSORS
FINANCIAL STATEMENTS
INTERSOURCE HEALTH CARE, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1997
Revenue $ 196,447
Cost of goods sold 189,066
Gross profit 7,381
General and administrative expenses 100,469
Total operating deficit (93,088)
Interest expense 4,164
Deficit before income taxes (97,252)
Income taxes -
Net loss $ (97,252)
Weighted average number of
shares outstanding $ 2,593,918
Net loss per share $ (0.3750)
See Notes to Financial Statements.
INTERSOURCE HEALTH CARE, INC.
STATEMENT OF CASH FLOWS
Year ended December 31, 1997
Cash flows from operating activities:
Net loss $ (97,252)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization expense 2,864
Capital stock issued for services 584
Increase in inventory (51,368)
Increase in other assets (731)
Increase in accounts payable and accrued expenses 15,500
Increase in deposits 35,000
Net cash used by operating activities (95,403)
Cash flows from investing activities:
Acquisition of property, plant and equipment (13,308)
Repayment of loans to shareholders 4,500
Net cash used by investing activities (8,808)
Cash flows from financing activities:
Proceeds from notes payable - stockholder 89,538
Principal repayments on notes payable - stockholder (17,235)
Proceeds from line of credit 49,559
Principal repayments on capital lease obligations (641)
Net cash provided by financing activities 121,221
Net increase in cash 17,010
Cash, beginning of year 1,521
Cash, end of year $ 18,531
Supplemental cash flow information:
Cash paid for interest $ 4,164
Cash paid for income taxes $ 0
See Notes to Financial Statements.
INTERSOURCE HEALTH CARE, INC.
BALANCE SHEET
December 31, 1997
Assets
Current assets:
Cash $ 18,531
Inventory 51,368
Total current assets 69,899
Property, plant and equipment:
Property, plant and equipment 19,873
Less: Accumulated depreciation 2,864
Net property, plant and equipment 17,009
Other assets 731
Total assets $ 87,639
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses $ 15,500
Deposits 35,000
Line of credit 49,559
Current portion of note payable - stockholder 79,038
Current portion of capital lease obligations 5,924
Total current liabilities 185,021
Long-term debt -
Total liabilities 185,021
Stockholders' deficit:
Capital stock 674
Additional paid-in capital -
Retained deficit (98,056)
Total stockholders' deficit (97,382)
Total liabilities and stockholders' deficit $ 87,639
See Notes to Financial Statements.
INTERSOURCE HEALTH CARE, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
For the year ended December 31, 1997
Additional
Number of Common Paid-in Retained
Shares Stock Capital Deficit Total
Balance, December 31, 1996 900,000 $ 90 $ - $ (804) $ (714)
Stock issued for:
Services 5,840,000 584 - - 584
Net loss for the year ended
December 31, 1997 - - - (97,252) (97,252)
Balance, December 31, 1997 6,740,000 $ 674 $ - $(98,056) $(97,382)
See Notes to Financial Statements.
INTERSOURCE HEALTH CARE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. Summary of Significant Accounting Policies
Company - Intersource Health Care, Inc. (Company), a Florida Corporation,
was formed on November 4, 1996, and activated its operations in December 1996.
The Company sells and refurbishes medical equipment, provides services for
medical facility development and sells pharmaceutical products.
Inventory - Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market. At December 31, 1997, inventory consisted
entirely of finished goods.
Advertising - Advertising costs are charged to operations in the year
incurred and totaled $1,634
Property, Plant and Equipment - All property, plant and equipment is
recorded at cost. Depreciation, which includes the amortization of assets
recorded under capital leases, is computed on the straight-line method over the
estimated useful lives of the assets. Repair and maintenance costs which do not
increase the useful life of the assets are charged to operations as incurred.
Income Taxes - Deferred income taxes are reported using the liability
method. Deferred tax assets are recognized for deductible temporary differences
and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Loss per Share - Loss per share is computed by dividing net loss by the
weighted-average number of shares issued and outstanding during the reporting
period. Shares issued or purchased during the period affect the amount of shares
outstanding and are weighted by the fraction of the period they are outstanding.
Estimates - 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 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.
2. Concentration of Credit Risk
The Company grants credit to its customers, primarily located in the United
States, during the normal course of business. The Company performs ongoing
credit evaluations of its customers' financial condition and generally requires
no collateral from its customers. The Company had sales to three customers that
totaled approximately 55% of total sales. The amounts are as follows:
Percentage
to
Sales Total Sales
Customer A $ 53,575 27%
Customer B 21,235 11%
Customer C 32,746 17%
$ 107,556 55%
At times throughout the year, the Company may maintain certain bank
accounts in excess of the FDIC insured limits. At December 31, 1997, the Company
had no bank accounts with balances in excess of the FDIC insured limits.
3. Property, Plant and Equipment
Property, plant and equipment, at cost, and related accumulated
depreciation and amortization as of December 31, 1997 are summarized as follows:
Leasehold improvements $ 6,087
Office furniture and equipment 5,000
Machinery and equipment 2,221
Equipment under capital leases 6,565
19,873
Less: Accumulated depreciation and amortization 2,864
Total $ 17,009
4. Line of Credit
The Company maintains a $50,000 bank line of credit with interest payable
monthly at bank prime (currently 8.75%) plus 2%. At December 31, 1997, the
amount due was $49,559. The line of credit matures November 30, 1999. The line
is secured by inventory and the personal guarantee of certain stockholders.
5. Note Payable - Stockholder
During 1997, the Company borrowed funds for operations from a shareholder.
The note payable has an interest rate of 10.5% and is due on demand. The note
payable is unsecured and at December 31, 1997, had a remaining principal balance
of $79,038.
6. Capital Leases
The following is an analysis of the equipment under capital leases by major
classes:
Office furniture and equipment $ 6,565
Less: Accumulated depreciation and amortization 328
Total $ 6,237
Amortization of leased equipment is included in depreciation expense and
totaled $328 for the year ending December 31, 1997.
7. Capital Stock
The Company is authorized to issue 100 million (100,000,000) shares of
common stock with a par value of $0.0001 per share. As of December 31, 1997,
there were 6,740,000 shares issued and outstanding.
8. Operating Leases
The Company had a building lease which is classified as an operating lease.
Total rent expense for 1997 was $3,365.
Future minimum lease payments under the noncancelable operating leases are
as follows:
1998 $ 59,794
1999 59,794
2000 59,794
2001 59,794
2002 54,811
$ 293,987
9. Related Party Transactions
For the year ending December 31, 1997, the Company had sales of
approximately $53,575 to an entity owned by a minority shareholder of the
Company.
The Company purchased inventory of $9,975 from an entity owned by a
minority shareholder of the Company.
The Company paid consulting fees of approximately $42,250 to a minority
shareholder of the Company.
The Company paid management expenses of approximately $9,250 to a related
entity owned by a majority of the Company's shareholders.
10. Income Taxes
The Company has cumulative net operating losses of approximately $98,000 at
December 31, 1997, which is expected to provide future tax benefits of
approximately $20,000 for both Federal and State purposes. A valuation allowance
for the entire benefit has been recognized as it is not reasonable to estimate
when or if the benefit will be realized. These tax benefits expire beginning in
2012.
11. Contingencies
The Company is periodically involved in legal actions and claims that arise
in the normal course of operations. Management believes that the ultimate
resolution of any such actions will not have a material adverse effect on the
Company's financial position.
The year 2000 is expected to create computer problems for many
organizations because some computers and their programs only recognize the last
two digits in the year. For example, the year 1998 is recognized as 98. When the
year 2000 arrives some computers may not process information accurately or may
shut down. Management is in the process of evaluating their systems to correct
any problems which may be created by the year 2000. The Company plans to have
all their vital internal systems compliant before the year 2000 arrives.
However, it is not possible to insure that outside entities with whom the
Company conducts business will be 2000 compliant.
12. Subsequent Events
During the year ended December 31, 1998, the Company issued 225,000 shares
of common stock for $225,000. In addition, the Company issued 1,917,000 shares
as compensation for services.
During the year ended December 31, 1998, notes payable - shareholder in the
amount of $79,138 was reclassified as additional paid-in capital
On November 30, 1998, 100% of the Company's stock was acquired by Toups
Technology Licensing, Incorporated in a stock for stock acquisition.
13. Noncash Disclosures
The following transactions were excluded from the statement of cash flows
because they were not cash transactions.
In 1997, the Company issued 5,840,000 shares of common stock for services.
Those shares were recorded at a total of $584.
In 1997, the Company acquired assets of $6,565 under capital lease
agreements.
