<PAGE> 1
FORM 10-QSB
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________________ to ______________.
Commission file number: 0-24681
UNISERVICE CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0816177
--------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Carmencita 25, Suite 102, Las Condes, Santiago, Chile
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 766-7879
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 2000, there were 1,435,000 shares of Class A Common Stock,
par value $.0001 per share, and 1,400,000 shares of Class B Common stock, par
value $.0001 per share, outstanding.
<PAGE> 2
UNISERVICE CORPORATION
INDEX
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other Information
<PAGE> 3
UNISERVICE CORPORATION
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS September 30, 2000 December 31, 1999
------------------ -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 202,994 $ 522,497
Accounts receivable, net 265,588 235,259
Due from related parties 18,234 416,436
Other receivables 452,310 553,464
Inventory 484,794 581,935
Income taxes receivable 62,672 124,006
Other current assets 202,228 146,928
----------------- ----------------
Total Current Assets 1,688,820 2,580,525
Property and Equipment, net 9,142,547 9,098,890
Intangibles 215,936 264,193
Long-term receivable - deferred revenue 132,000 332,000
Long-term prepaid contract 239,155 265,409
Deposits 468,860 411,452
----------------- ----------------
$ 11,887,318 $ 12,952,469
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,511,324 $ 1,545,223
Lines-of-credit 479,090 730,837
Current maturities of long-term debt 131,437 131,437
Current portion of capital lease obligations 187,273 148,601
Current portion of deferred revenue 195,144 195,144
----------------- ----------------
Total Current Liabilities 2,504,268 2,751,242
----------------- ----------------
Long-Term Liabilities:
Long-term debt 497,505 503,691
Capital lease obligations, excluding current portion 524,711 490,309
Deferred revenue, excluding current portion 1,213,851 1,170,865
----------------- ----------------
2,236,067 2,164,865
----------------- ----------------
Stockholders' Equity:
Class A common stock 143 143
Class B common stock 140 140
Preferred stock - -
Additional paid-in capital 8,707,157 8,707,157
Retained earnings 934,949 1,371,750
Cumulative translation adjustment (2,495,406) (2,042,828)
----------------- ----------------
Total Stockholders' Equity 7,146,983 8,036,362
----------------- ----------------
$ 11,887,318 $ 12,952,469
================= ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 4
UNISERVICE CORPORATION
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------
September 30,
-------------------------------------------
2000 1999
---------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 2,828,695 $ 3,302,305
Cost of Operations 1,110,376 1,283,150
---------------- ----------------
Gross Profit 1,718,319 2,019,155
---------------- ----------------
Selling and Administrative Expenses:
Payroll and employee benefits 634,749 698,175
Occupancy 437,431 453,993
Other selling and administrative 787,642 825,114
---------------- ----------------
1,859,822 1,977,282
---------------- ----------------
(Loss) Income from Operations (141,503) 41,873
---------------- ----------------
Other Income (Expenses):
Other, net 87,299 67,552
Interest expense (47,253) (67,572)
---------------- ----------------
40,046 (20)
---------------- ----------------
Net (Loss) Income $ (101,457) $ 41,853
================ ================
Net (Loss) Income Per Common Share $ (.04) $ .01
================ ================
Weighted Average Common Shares Outstanding 2,831,250 2,830,000
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 5
UNISERVICE CORPORATION
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------------
September 30,
-------------------------------------------
2000 1999
---------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 8,765,056 $ 9,732,674
Cost of Operations 3,365,966 3,948,575
---------------- ----------------
Gross Profit 5,399,090 5,784,099
---------------- ----------------
Selling and Administrative Expenses:
Payroll and employee benefits 2,115,155 1,987,560
Occupancy 1,390,105 1,450,399
Other selling and administrative 2,445,187 2,341,335
---------------- ----------------
5,950,447 5,779,295
---------------- ----------------
(Loss) Income from Operations (551,357) 4,804
---------------- ----------------
Other Income (Expenses):
Other, net 295,101 287,192
Interest expense (180,545) (188,498)
---------------- ----------------
114,556 98,694
---------------- ----------------
Net (Loss) Income $ (436,801) $ 103,498
================ ================
Net (Loss) Income Per Common Share $ (.15) $ .04
================ ================
Weighted Average Common Shares Outstanding 2,831,250 2,830,000
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 6
UNISERVICE CORPORATION
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Class A Class B Additional Cumulative Total
Common Common Paid-in Retained Translation Stockholders'
Stock Stock Capital Earnings Adjustment Equity
----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 143 $ 140 $ 8,707,157 $ 1,371,750 $(2,042,828) $ 8,036,362
Net loss (Unaudited) -- -- -- (436,801) -- (436,801)
Translation adjustment (Unaudited) -- -- -- -- (452,578) (452,578)
----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2000 (Unaudited) $ 143 $ 140 $ 8,707,157 $ 934,949 $(2,495,406) $ 7,146,983
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 7
UNISERVICE CORPORATION
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
--------------------------------------------
September 30,
--------------------------------------------
2000 1999
---------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) income $ (436,801) $ 103,498
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Depreciation and amortization 299,221 312,011
Translation adjustment (452,578) (1,150,618)
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable, net (30,329) (99,365)
Other receivables 66,150 (61,715)
Inventory 97,141 (140,061)
Income taxes receivable 61,334 66,240
Other current assets (20,296) 121,594
Intangibles 48,257 (51,427)
Deposits (57,409) 41,375
Prepaid expense 26,253 (372,029)
Increase (decrease) in:
Accounts payable and accrued expenses (33,899) 261,139
Deferred revenue 242,986 691,030
---------------- ----------------
Net Cash Used in Operating Activities (189,970) (278,328)
---------------- ----------------
Cash Flows from Investing Activities:
Acquisition of property and equipment (158,352) (296,530)
---------------- ----------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 8
UNISERVICE CORPORATION
Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------------------------------
September 30,
----------------------------------------------------
2000 1999
---------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows from Financing Activities:
Net (repayments) proceeds of lines-of-credit $ (251,747) $ 320,192
Net proceeds (repayments) to related party 398,203 (223,432)
Payments on capital lease obligations (111,451) (847,540)
Repayments of long-term debt (6,186) --
---------------- ----------------
Net Cash Provided by (Used in) Financing Activities 28,819 (750,780)
---------------- -----------------
Decrease in Cash and Cash Equivalents (319,503) (1,325,638)
Cash and Cash Equivalents - Beginning of Period 522,497 1,618,179
---------------- -----------------
Cash and Cash Equivalents - End of Period $ 202,994 $ 292,541
================ =================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 180,545 $ 188,498
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Acquisition of equipment under capital leases 73,074 --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 9
UNISERVICE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited) With Respect to September 30, 2000 and 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Uniservice Corporation, (the "Company"), a Florida
corporation, was incorporated in November 1997 as a holding company to
acquire Inversiones e Inmobiliaria Kyoto, S.A.'s ("Kyoto") 99.97%
interest in Kentucky Foods Chile, S.A. On June 30, 2000, the Company's
operating subsidiary was divided into three separate entities, of which
the Company owns a 99.97% interest in each. Kentucky Foods Chile Ltda.
contains the Company's fast food service operations, which includes
purchases and sales. Administradora de Equipos, Maquinarias y Rentas
Inmobiliarias Ltda. contains all Company assets, including machinery,
equipment and restaurant leases. Administradora de Servicios de
Personal Millantue Ltda. maintains the Company's administration
division, which includes employee and personnel contracts.
Collectively, these subsidiaries are referred to as "KyF Chile". KyF
Chile is in the fast food service business and presently operates 35
restaurants of which the majority are located in Santiago, Chile. These
restaurants are operated pursuant to franchise agreements with Tricon
Global Restaurants, Inc. ("Tricon"). The Company and its three
operating subsidiaries may be collectively referred to as "the
Company".
BASIS OF PRESENTATION - In August 1998, the Company acquired 99.7% of
Kyoto's interest in KyF Chile in exchange for 1,399,900 shares of Class
B common stock which occurred simultaneously with the closing of the
initial public offering of the Company's stock. In order to comply with
Chilean law and the requirements of the Central Bank of Chile for
foreign investments, two stock purchase agreements were effectuated at
the time of the closing of the initial public offering of the Company's
stock whereby (i) Kyoto purchased 1,399,900 shares of Class B common
stock for $2.2 million, and (ii) the Company purchased Kyoto's 99.97%
interest in Kentucky Foods Chile, S.A. for $2.2 million and KyF Chile
became a majority owned (99.97%) subsidiary of the Company. The
substance of this transaction is an exchange of shares between the
Company and Kyoto which was accounted for by the pooling of interests.
During 1999, the Company increased its estimate of the useful lives of
certain restaurant equipment and leasehold improvements to better
reflect the remaining estimated useful lives of these assets. This
change has the effect of increasing income from operations for 1999 by
approximately $396,000 ($0.14 per share).
FUNCTIONAL CURRENCY - The financial statements have been translated in
accordance with the provisions set forth in Statement of Financial
Accounting Standards No. 52, from Chilean pesos (the functional
currency) into US dollars (the reporting currency).
EARNINGS PER COMMON SHARE - Earnings per common share are based on the
weighted average number of shares outstanding of 2,831,250 for the
period ended September 30, 2000 and 2,830,000 for the period ended
September 30, 1999. All warrants issued have exercise prices greater
than the existing market value of the company stock and therefore are
deemed anti-dilutive and are not components of earnings per share.
<PAGE> 10
UNISERVICE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company generates operating revenues in two ways: sales of products from
restaurant locations (approximately 93% of total revenues) and sales of coupon
books (approximately 7% of total revenues). Typically, business entities will
receive coupon books from the Company and give them to employees as incentives.
The coupon holders present the coupons to the individual restaurants which will
subsequently bill the employer for the food purchased by the coupon holders.
The Company incurs costs primarily for raw food and paper supplies, which
represent approximately 37% of total revenues, as well as payroll and rent which
represent 24% and 16% of total revenues, respectively, as of September 30, 2000.
Management's Discussion and Analysis or Plan of Operation contains various
"forward looking statements" within the meaning of the Securities Acts of 1933,
as amended, the Securities and Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1955. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward-looking terminology such as "may", "expect", "anticipate",
"estimate" or "continue" or the negative thereof or other variations thereon or
comparable terminology.
The Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those
contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements. Also, the Company
operates in an economy that has experienced periods of high inflation which can
have a negative effect on the Company's results of operations.
The Company does not have a policy of updating or revising forward-looking
statements and thus it should not be assumed that silence by management of the
Company over time means that actual events are bearing out as estimated in such
forward-looking statements.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
RESULTS OF OPERATIONS
Gross revenues decreased from $9,732,674 for the nine months ended September 30,
1999 to $8,765,056 for the nine months ended September 30, 2000, a decrease of
$967,618 or approximately 10%. A decline in sales for the nine months ended
September 30, 2000 in U.S. dollars was prompted by competition in the fast-food
market, the devaluation of the Chilean peso against the dollar which was $563.07
Chilean Pesos (the functional currency) to U.S. $1.00 at September 30, 2000 and
$531.64 pesos to U.S. $1.00 at September 30, 1999 and the inflation the country
has experienced in this fiscal year.
<PAGE> 11
UNISERVICE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Cost of operations for the nine months ended September 30, 2000 decreased
$582,609 from $3,948,575 for the nine months ended September 30, 1999 to
$3,365,966, a decrease of approximately 15%. The decline in cost of operations
is principally attributable to the devaluation of the Chilean peso against the
dollar and the decrease in sales, as well as a decrease in the cost of
restaurant supplies.
Gross profit percentages increased by 2% for the nine months ended September 30,
2000 when compared to the nine months ended September 30, 1999. This increase
from approximately 60% to 62% was attributable to the Company's negotiations
with vendors to reduce costs.
Payroll and employee benefits increased to $2,115,155 for the nine months ended
September 30, 2000 from $1,987,560 for the nine months ended September 30, 1999,
an increase of $127,595 or approximately 6%. The increase is primarily due to
cost of living increases in Chile and the inflation the country has recently
experienced.
Occupancy expense decreased from $1,450,399 for the nine months ended September
30, 1999 to $1,390,105 for the nine months ended September 30, 2000, a decrease
of $60,294 or approximately 4%, due to the Company renegotiating some of the
stores' leases subject to a percentage of sales by obtaining more favorable
leasing terms.
Selling and administrative expenses for the nine months ended September 30, 2000
were $2,445,187 compared to $2,341,336, for the nine months ended September 30,
1999, an increase of $103,852 or approximately 4%. This increase is attributable
to the increase in inflation the country has experienced in the last year when
compared to 1999.
Other income (expenses) consisted of two major categories: other revenues and
interest expense and their composition is as follows:
Other income includes advertising credits and refunds from vendors and suppliers
and amortization of deferred revenue arising from the ECUSA (Pepsico franchise
and bottling company in Chile) exclusivity agreement. The increase in this
category was from $287,192 for the nine months ended September 30, 1999 to
$295,101 for the nine months ended September 30, 2000, a change of $7,909 or
approximately 3%. The increase was primarily due to advertising credits paid to
the Company by vendors. For the nine months ended September 30, 2000,
approximately $152,000 relates to the amortization of deferred revenue and
$143,000 relates to refunds and credits from vendors.
<PAGE> 12
UNISERVICE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
The second category relates to interest expense paid to banks and leasing
companies which decreased by $7,953 to $180,545 in September 30, 2000 from
$188,498 in September 30, 1999 or approximately 4%. The decrease is due
primarily to the decrease in the average outstanding balance of debt during the
related periods.
For the nine months ended September 30, 2000, the Company had a net loss of
$436,801 compared to net income of $103,498 for the nine months ended September
30, 1999. The reasons for the loss was the decrease in revenues due to
competition in the fast-food market in Chile, the increase of certain
administrative expenses as previously discussed, the devaluation of the Chilean
peso against the dollar and the higher inflation the country has recently
experienced.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999
RESULTS OF OPERATIONS
Gross revenues decreased from $3,302,305 for the three months ended September
30, 1999 to $2,828,695 for the three months ended September 30, 2000, a decrease
of $473,610 or approximately 14%. A decline in sales for the three months ended
September 30, 2000 in U.S. dollars was prompted by competition in the fast-food
market, the devaluation of the Chilean peso against the dollar which was $563.07
Chilean Pesos (the functional currency) to U.S. $1.00 at September 30, 2000 and
$531.64 pesos to U.S. $1.00 at September 30, 1999 and the inflation the country
has experienced in this fiscal year.
Cost of operations for the three months ended September 30, 2000 decreased
$172,774 from $1,283,150 for the three months ended September 30, 1999 to
$1,110,376, a decrease of approximately 13%. The decline in cost of operations
is principally attributable to the devaluation of the Chilean peso against the
dollar and the decrease in sales, as well as a decrease in the cost of certain
supplies.
Gross profit percentages remained unchanged for the three months ended September
30, 2000 when compared to the three months ended September 30, 1999.
Payroll and employee benefits decreased to $634,749 for the three months ended
September 30, 2000 from $698,175 for the three months ended September 30, 1999,
a decrease of $63,426 or approximately 6%. The decrease is primarily due to the
commencement after June 30, 2000 of an internal restructuring of the Company,
which includes a reduction in personnel, reduction in executive salaries and
benefits and other administrative expenses.
<PAGE> 13
UNISERVICE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Occupancy expense decreased from $453,993 for the three months ended September
30, 1999 to $437,431 for the three months ended September 30, 2000, a decrease
of $16,562 or approximately 4%, due to the Company renegotiating some of the
stores' leases subject to a percentage of sales by obtaining more favorable
leasing terms.
Selling and administrative expenses for the three months ended September 30,
2000 were $787,642 compared to $825,114, for the three months ended September
30, 1999, a decrease of $37,472 or approximately 5%.
Other income (expenses) consisted of two major categories: other revenues and
interest expense and their composition is as follows:
Other income includes advertising credits and refunds from vendors and suppliers
and amortization of deferred revenue arising from the ECUSA (Pepsico franchise
and bottling company in Chile) exclusivity agreement. The increase in this
category was from $67,552 for the three months ended September 30, 1999 to
$87,299 for the three months ended September 30, 2000, a change of $19,747 or
approximately 29%. The increase was primarily due to advertising credits paid to
the Company by vendors. For the three months ended September 30, 2000,
approximately $51,000 relates to the amortization of deferred revenue and
$36,000 relates to refunds and credits from vendors.
The second category relates to interest expense paid to banks and leasing
companies which decreased by $20,319 to $47,253 in September 30, 2000 from
$67,572 in September 30, 1999 or approximately 30%. The decrease is due
primarily to the decrease in the average outstanding balance of debt during the
related periods.
For the three months ended September 30, 2000, the Company had a net loss of
$101,457 compared to net income of $41,853 for the three months ended September
30, 1999. The reasons for this was the decrease in revenues due to competition
in the fast-food market in Chile, the increase of certain administrative
expenses as previously discussed, the devaluation of the Chilean peso against
the dollar and the higher inflation the country has experienced in this fiscal
year.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, accounts receivable increased by $30,329 to $265,588 from
$235,259 at December 31, 1999. This increase in accounts receivable was due to a
decrease in collections from certain customers.
Other receivables decreased to $452,310 at September 30, 2000 from $553,464 at
December 31, 1999, a decrease of $101,154, due to the collection of the second
installment required by the Company's exclusivity agreement with ECUSA (the
Chilean bottling company representing Pepsico).
<PAGE> 14
UNISERVICE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Other current assets increased to $202,228 at September 30, 2000 from $146,928
at December 31, 1999, an increase of $55,300, due to an increase in sales taxes
receivable and other prepaid expenses.
The Company did not incur Chilean income taxes in 2000 or 1999, as a result of
the loss in 2000 and various Chilean government incentives designed to promote
expansion and continued development of business in the country. Tax credits for
building acquisitions, rapid acceleration of depreciation, and employee
education have resulted in the elimination of any current tax liability for the
Company.
In September 1999, the Company entered into a seven-year agreement with ECUSA (a
supplier) requiring the exclusive use by the Company of Pepsi products for each
of its existing KFC(R) restaurants. Additionally, the agreement provides that
each new KFC(R) restaurant owned by the Company would also be subject to the
same agreement. In exchange for this exclusivity agreement, the Company received
and deferred approximately $1,300,000 net of tax, which is being recognized and
amortized ratably over a seven year period. For the periods ended September 30,
2000, the Company recognized approximately $152,000 of the deferred revenue.
The Company utilizes bank lines-of-credit for periodic operational expenses. At
September 30, 2000, the Company had approximately $479,000 outstanding on its
$800,000 line-of-credit facility.
SEASONALITY
The Company generates the highest amount of sales during July and December. The
slowest month for sales is February, when many Chileans are on summer vacation.
The fourth quarter is normally the most profitable and this is due to the cash
rebates received based on purchases from suppliers.
<PAGE> 15
UNISERVICE CORPORATION
PART II: OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities and Use of Proceeds
None
ITEM 3: Defaults upon Senior Securities
None
ITEM 4: Submission of Matters to a vote of Securities Holders
None
ITEM 5: Other Information
On September 8, 2000, the Company entered into several share exchange and stock
purchase agreements with Rebrisa, S.A. and several of its shareholders to
acquire 52% controlling interest in Rebrisa (the "Acquisition").
Rebrisa is a Chilean holding company. Its ownership interests include 100% of
Inmobiliaria Renta Opera, S.A. and 33% of Fertilizantes de Centroamerica, S.A.
Through Fertilizantes and Renta Opera, Rebrisa engages in the production and
sale of fertilizers in Costa Rica and construction and management of mixed use
real estate projects in Chile. In connection with its real estate projects,
Rebrisa also intends to enter into the logistics, Internet, global positioning
satellite and provision and fulfillment business. Rebrisa's executive offices
are located at Apoquindo 3000, Suite 1401, Santiago, Chile.
The principal shareholders of Rebrisa -- Kau Kau S.A. and Carmel S.A. -- are
affiliates of the Company. Ricardo Vilensky, the CEO and majority shareholder of
the Company, is the principal shareholder of Kau Kau. Avram Fritch, a director
and president of the Company, is the principal shareholder of Carmel.
The Acquisition is subject to the completion of the Company's public offering of
units ("Units") containing a share of preferred stock and a common stock
purchase warrant. The Company has filed a registration statement with the
Securities and Exchange Commission. It is anticipated that funding for the
purchase of Rebrisa's common stock will be from the proposed secondary offering
of the Company's Units.
<PAGE> 16
UNISERVICE CORPORATION
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-B
2.1 Share Exchange Agreement with Kau Kau and Carmel dated
September 8, 2000.*
2.2 Agreement among Ricardo Vilensky, Avram Fritch and Mauricio
Aguirre, Executive Officers of Uniservice dated September 8,
2000.*
2.3 Agreement between Ricardo Vilensky and Avram Fritch,
Principal Shareholders of Uniservice dated September 11,
2000.*
*Incorporated by reference to Report on Form 8-K filed on
September 21, 2000.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Form 8-K Current Report on September 21,
2000 which announced that on September 8, 2000 the Company
entered into several share exchange and stock purchase
agreements with Rebrisa, S.A. and several of its
shareholders to acquire a majority and controlling interest
in Rebrisa. Certain principal shareholders of Rebrisa are
affiliates of the Company.
<PAGE> 17
SIGNATURE
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 as a duly authorized officer as the chief financial officer of the
Registrant.
UNISERVICE CORPORATION
By: /s/ Ricardo Vilensky
----------------------------------------
Ricardo Vilensky, Chief Executive Officer
By: /s/ Maurico AlGUIRRE
-----------------------------------------
Mauricio Aguirre, Chief Financial Officer
(authorized Officer and Chief Accounting Officer)
DATED: November 17, 2000
