<PAGE>
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
---------------
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number: 0-5667
SEAL HOLDINGS CORPORATION
(Name of small business issuer in its charter)
DELAWARE 65-0769296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5601 N. DIXIE HIGHWAY
SUITE 411
FORT LAUDERDALE, FLORIDA 33334
(Address of principal executive offices) (Zip Code)
<TABLE>
<CAPTION>
<S> <C>
Registrant's telephone number: (954) 771-1772
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Common Stock, par value $.20
</TABLE>
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- ------
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its fiscal year ended December 31, 1999 were $0.
The aggregate market value of the common equity held by non-affiliates as of
February 29, 2000 was approximately $4.3 million based on the $3.375 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.
The number of shares of Class A Common Stock of the issuer outstanding as of
February 29, 2000 was 32,066,919. The number of shares of Class B Common Stock
of the issuer outstanding as of February 29, 2000 was 25,000.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the issuer's Proxy Statement for its Annual Meeting of
Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934,
which will be filed with the Commission subsequent to the date hereof, are
incorporated by reference into Part III of this Form 10-KSB.
================================================================================
Transitional Small Business Disclosure Format: Yes __ No X
---
<PAGE>
FORM 10-KSB INDEX
<TABLE>
<CAPTION>
PAGE
GENERAL
<S> <C>
PART I............................................................................................................2
ITEM 1. DESCRIPTION OF BUSINESS.........................................................................2
ITEM 2. DESCRIPTION OF PROPERTIES.......................................................................7
ITEM 3. LEGAL PROCEEDINGS...............................................................................7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................7
PART II...........................................................................................................8
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................................8
ITEM 6. MANAGEMENT'S PLAN OF OPERATION..................................................................9
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................11
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...........12
PART III.........................................................................................................13
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
THE EXCHANGE ACT...............................................................................13
ITEM 10. EXECUTIVE COMPENSATION.........................................................................13
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................13
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................13
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...............................14
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Strategy
Seal Holdings Corporation ("Seal" or the "Company") now seeks to expand its
participation in Internet, business-to-business ("B2B") e-commerce, while
maintaining a focus on the healthcare industry. Please see below for the history
of the Company and for recent, significant corporate transactions. Seal's
operating strategy is to acquire or make strategic investments in companies that
provide services in healthcare and life sciences, with particular interest in
information technology companies with Internet applications. The Company intends
to utilize the substantial healthcare skills, experience and industry contacts
of its management and Board of Directors in the development of a network of
investment and acquisition candidates (referred to herein as "Partner
Companies"). Seal further intends to foster innovation and growth among its
Partner Companies by providing the opportunity for the exchange of ideas among
those companies and encouraging collaborative ventures among them. Please also
see "Management's Plan of Operation" below.
Seal's first Internet, B2B investment closed in March, 2000, a 21% interest in
Healthology, Inc. ("Healthology"), a privately-held, on-line health media
company. Healthology produces and distributes original Internet content
generated by health professionals. See Healthology Acquisition below for further
discussion.
Although the Company's focus is on Internet and B2B e-commerce companies, the
Company may also consider acquisitions of, or investments in, non-Internet
companies, primarily in the healthcare and related fields.
Internet Industry Overview
People and businesses are increasingly relying on the Internet to access and
share information as well as to purchase and sell products and services. A
rapidly growing number of businesses use the Internet to market and sell their
products and streamline business operations. The Internet's substantial growth
creates tremendous market opportunities for companies that connect buyers and
sellers, and companies that create applications and systems for traditional
businesses wishing to engage in e-commerce. The Internet provides an open
platform with common communication protocols to build efficient, cost-effective
networks that facilitate e-commerce. As Internet-based network reliability,
speed and security have improved in recent years and as more businesses have
connected to the Internet, traditional businesses are beginning to use the
Internet to conduct e-commerce and exchange information with customers,
suppliers and distributors.
The Company believes that emerging B2B e-commerce companies face significant
challenges, such as, developing a successful business model, building corporate
infrastructure, and finding and retaining qualified people.
B2B e-commerce companies must develop business models that capitalize on the
Internet's capabilities to provide solutions to traditional companies in target
industries. B2B e-commerce companies require industry expertise because each
industry and market has distinct characteristics including existing distribution
channels, levels of concentration and fragmentation among buyers and sellers,
procurement policies, product information and customer support requirements. B2B
e-commerce companies also require Internet expertise in order to apply their
capabilities to their target industries.
Many B2B e-commerce companies have been recently formed and require sales and
marketing, executive recruiting and human resources, information technology, and
finance and business development assistance. These companies also require
capital as significant resources may be required to build technological
capabilities and internal operations.
2
<PAGE>
Entrants into the B2B e-commerce market require management with expertise in the
applicable market, an understanding of the Internet's capabilities, the ability
to manage rapid growth and the flexibility to adapt to the changing Internet
marketplace.
Competition
Seal operates in a highly competitive, rapidly evolving business environment
both through the operations of its Partner Companies and through its
identification of prospects for future acquisition or investment. The markets in
which our current Partner Companies and any future Partner Companies operate are
characterized by rapid technological change, frequent new product and service
introductions and evolving industry standards. Competitors include a wide
variety of companies and organizations, many with greater financial and
technical resources than the Partner Companies and Seal. Partner Company
competitors include Internet software, content, service and technology
companies, cable companies, traditional and Internet media companies and
healthcare providers.
The Company also faces competition in the identification of Partner Companies
that fit within its investment parameters. Competitors for acquisition or
investment include public and private venture capital firms, mutual funds and
private individuals. The Company uses an informal network of business contacts,
media coverage, and attendance at industry and venture conferences to identify
suitable prospects. Seal believes that the healthcare industry knowledge of its
management and Board provide a competitive advantage in the evaluation of
healthcare investment targets. The Company also believes that potential Partner
Companies will look favorably on Seal's healthcare experience when deciding
among investors.
Healthology Acquisition
In March, 2000, Seal purchased approximately 3.2 million shares of Series A
Convertible Voting Preferred Stock ("Healthology Preferred Stock") of
Healthology (the "Healthology Transaction") for $3.2 million in cash,
representing an approximate 21% interest in the issued shares of Healthology,
and an interest of approximately 19% on a fully diluted basis. The Healthology
Transaction is the Company's first Internet investment. Healthology's content is
in-depth, topic-focused and event-driven and is delivered in various formats,
including text articles and live audio/video webcast programs (streaming media).
Healthology delivers its proprietary content to consumers on the Internet via
the web sites of various distribution partners and portal customers, as well as
websites it has developed.
Pursuant to the terms of the Healthology Transaction, Healthology's Board of
Directors currently includes two representatives selected by Seal, and the
shares of Healthology Preferred Stock have certain super-majority voting rights
for the election of directors. The Company is entitled to voting rights equal to
the number of shares of Healthology common stock as will guarantee that the
Company, solely for the purposes of electing directors, has no less than 26% of
the voting power of the outstanding capital stock of Healthology and will be the
single largest such voting stockholder, unless certain events occur
("Super-Voting Right").
Additionally, in connection with the Healthology Transaction, the Company has
been granted certain anti-dilution rights, registration rights, tag-along rights
and preemptive rights, and is subject to certain drag-along rights.
For further discussion of the Healthology Transaction, please refer to the
Company's Form 8-K dated March 1, 2000.
3
<PAGE>
Government Regulations and Legal Uncertanties
Since September 30, 1999, when the Company sold its last operating business in
the medical field (see "Oakridge Transaction - Discontinued Operations"), the
Company has been relying on a temporary one-year exclusion from investment
company status under the Investment Company Act of 1940 (the "1940 Act"). A
company that owns investment securities having a value exceeding 40% of the
value of its total assets is subject to registration and regulation as an
investment company unless it qualifies for a statutory or regulatory exclusion
or exemption from investment company status. The term "investment securities"
does not include securities of other companies controlled primarily by Seal. The
Company believes that following the Healthology Transaction, based upon its
current asset mix, it will not be treated as an investment company. The Company
believes that its investment in Healthology will not be considered an
"investment security" so long as the Super-Voting Right remains in effect. If
the Company loses the Super-Voting Right or its relative asset values change,
and the Company does not qualify for any other exclusion or exemption afforded
by the 1940 Act, it may be required either to register as an investment company
or take significant business actions that are contrary to its business
objectives in order to avoid being required to register as an investment
company. For example, the Company might be compelled to acquire additional
assets that it might not otherwise have acquired, be forced to forgo
opportunities to acquire interests in companies or other assets or be forced to
sell or refrain from selling such interests or assets. In addition, the Company
might need to sell certain assets which are considered to be investment
securities. The Company does not believe that it is feasible for the Company to
register as an investment company because the 1940 Act rules are inconsistent
with the Company's strategy of acquiring, operating and managing its Partner
Companies.
There are presently few laws or regulations directed specifically at e-commerce.
However, because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. These laws and regulations may cover issues such as
the collection and use of data from Web site visitors and related privacy
issues, pricing, content, copyrights, on-line gambling, distribution and the
quality of goods and services. The enactment of any additional laws or
regulations may impede the growth of the Internet and B2B e-commerce, which
could decrease the revenue of our Partner Companies and place additional
financial burdens on them.
Laws and regulations directly applicable to e-commerce or Internet
communications are becoming more prevalent. For example, Congress recently
enacted laws regarding on-line copyright infringement and the protection of
information collected on-line from children. Although these laws may not have a
direct adverse effect on our business or those of our partner companies, they
add to the legal and regulatory burden faced by B2B e-commerce companies. The
growth of the Internet and e-commerce may lead to the enactment of more
stringent consumer protection laws. The Federal Trade Commission may use its
existing jurisdiction to police e-commerce activities, and it is possible that
the Federal Trade Commission will seek authority from Congress to regulate
certain on-line activities.
History of Seal Holdings Corporation
The Company was organized in March 1997 under the laws of the State of Delaware
and is the successor to the then registrant, Seal Fleet, Inc., as more fully
described herein. As more fully described below, when used in this report, the
terms "Seal" and the "Company" refer to (a) prior to April 2, 1999, Seal
Holdings Corporation and its subsidiaries or its predecessor companies unless
the context indicates otherwise and (b) for April 2, 1999 forward, OH, Inc. and
its subsidiaries and predecessor company.
On August 14, 1996, with stockholder approval, Seal Fleet sold all of its
operating assets to Hvide Marine Incorporated and left the offshore supply
business. Following such sale, at the Annual Meeting of Stockholders held on May
14, 1997, several proposals were approved. To reduce the administrative costs
associated with maintaining stockholders with fewer than 50 shares, the
stockholders approved the purchase of such shares through a reverse stock split
of the Company's Class A and Class B common stock. The reverse split resulted in
all shares being purchased from stockholders owning less than 50 shares, and
excess shares over even multiples of fifty shares from stockholders holding more
than fifty shares. This share repurchase resulted in an insignificant change in
the relative percentage of total shares held by individual stockholders.
Also approved at the 1997 Annual Meeting of Stockholders was the Reincorporation
Proposal, whereby the Company's state of incorporation was changed from Nevada
to Delaware as a result of the merger of the Company into its wholly-owned
subsidiary, Seal Holdings Corporation, a Delaware corporation. The stockholders
also approved a proposal to increase the number of authorized shares of Class A
common stock to 14,975,000 shares and to create a class of preferred stock.
Finally, the stockholders approved the removal of a restriction requiring the
Board of Directors to seek stockholder approval of an initial acquisition in its
transformation process, to the extent that such approval is not required by
applicable law.
4
<PAGE>
Camber Investment
In mid-1997, the Company identified health care services as a business
opportunity of particular promise, and announced that it intended to utilize
cash, equity, debt or a combination thereof in effecting the acquisition or
development of such businesses. During the second half of 1997, the Company
contracted with two senior healthcare executives to hold key management
positions in its newly established subsidiary, Primary Care Medical Centers of
America, Inc. ("PCMC"). PCMC then set out to organize and develop a Physician
Practice Management Company, including a nationwide assemblage of
multi-disciplinary medical centers staffed by orthopedists, neurologists,
psychiatrists, chiropractors, podiatrists, physical therapists and affiliated
service providers who work together to offer a coordinated inter-disciplinary
approach to the treatment of musculoskeletal injury and the management of
neuromuscular disease.
In seeking the necessary capitalization to accomplish its goals, in the Spring
of 1998, Seal entered into a Joint Development Agreement with Monsanto Company
(NYSE: MTC), whereby a division of Monsanto agreed to provide PCMC with project
funding in exchange for the opportunity to acquire a portion of PCMC stock.
In mid-1998, negotiations began with Kohlberg & Company ("Kohlberg"), a private
investment firm to combine PCMC's physician practice management business with
Camber Companies, LLC, a Delaware limited liability company ("Camber") with a
majority interest held by Kohlberg. As a result of a transaction which closed on
November 6, 1998, Camber adopted PCMC's business plan, and Seal and Monstanto
became interest holders in Camber with Seal owning a 6% interest in Camber,
which it continues to hold today. In addition, Kohlberg and other investors
agreed to provide, and subsequently did provide, Camber with equity funding of
$21.4 million. Thomas M. Ferguson, the then Chairman and a current Director of
Seal, became a Director of Camber.
OHI Reverse Acquisition
Effective April 2, 1999, Seal (which for periods prior to April 2, 1999 is
referred to herein as the "Acquiree") and OH, Inc., a Florida corporation
("OHI"), whose primary operating assets consisted of a comprehensive outpatient
medical, diagnostic and surgical facility and physician practice business,
entered into an Agreement and Plan of Exchange whereby 100% of the outstanding
common stock of OHI was exchanged for 91% of the outstanding common stock of the
Acquiree on a fully diluted basis (including outstanding options to purchase
Acquiree shares). Accordingly, the acquisition was treated for financial
reporting purposes as a reverse acquisition, with OHI (the "Acquirer") as the
accounting acquirer. In connection with the aforementioned transaction, the
Company's stockholders voted to increase the number of authorized shares of the
Company's Class A Common Stock from 14,975,000 to 99,975,000 at the 1999 Annual
Meeting of Stockholders.
5
<PAGE>
The historical financial statements beginning on page F-1 of this Form 10-KSB
are those of OHI, the accounting acquirer, even though the Company elected to
use the name Seal Holdings Corporation for periods subsequent to the effective
date of the reverse acquisition. Accordingly, those financial statements do not
reflect the operations of PCMC or its subsequent sale to Camber.
The net assets received from the Acquiree in the reverse acquisition were
recorded at their fair value of $1,784,374, less acquisition costs of $115,500,
and include 1,408,325 shares of Acquiree Class A and Class B Common Stock. The
results of the Acquiree's operations are only included in the Company's
consolidated statements of operations from the effective date of the reverse
acquisition.
Oakridge Transaction - Discontinued Operations
The Company's strategy for OHI's business was based upon its belief that
sophisticated outpatient medical, diagnostic and surgical facilities would
become the preferred delivery model for a significant portion of healthcare.
During 1998 and 1999, the Company developed and operated the Oakridge
Comprehensive Outpatient Center (the "Oakridge Center") as its first outpatient
facility.
The Oakridge Center served the Fort Lauderdale and northern Broward County
communities and was intended to be the prototype for other outpatient centers.
In the operation of the Oakridge Center, the Company incurred start-up losses
significantly greater than anticipated due to a variety of factors, including
third party actions adverse to OHI which the Company believes adversely impacted
the use of the Center by physicians. Despite the Company's continued belief that
sophisticated outpatient centers are a preferred delivery model for healthcare,
the start-up losses of the Oakridge Center indicated greater risk than the
Company was prepared to undertake. Accordingly, after presentation to the
Company of an offer whereby an investor group comprised of certain members of
OHI's management would form a new corporation, Oakridge Outpatient Center, Inc.
("Oakridge"), and invest working capital in OHI's outpatient business (in
addition to receiving certain supplemental loans directly from an affiliate of
the Company's principal shareholder), OHI was merged into a subsidiary of
Oakridge for a nominal payment and assumption by the surviving company of all
liabilities of OHI and its subsidiaries. In addition, in the merger, the Company
assigned to Oakridge its claims against third parties that had taken actions
adverse to the Company and received the right to certain contingent payments
from the proceeds of any legal actions against such third parties. The Company
understands that the potential claim against such third parties are being
investigated and a possible legal action is being evaluated. There can be no
assurance that, if a legal action is instituted, it will be successful, or even
if successful, will result in any payment to the Company. For further
information relating to the Oakridge Transaction, including limitations on the
Company's ability to participate in any potential litigation recovery, please
refer to the Company's Form 8-K dated September 30, 1999.
The operations of OHI, prior to the September 30, 1999 Oakridge Transaction, are
currently reflected as discontinued operations in the Company's financial
statements.
6
<PAGE>
Employees
Seal currently has four full-time employees. In addition, the Company has two
employees, the Company's former CEO, and the Company's former CFO, who provide
certain services to the Company pursuant to one year employment agreements
expiring on April 1, 2000.
ITEM 2. DESCRIPTION OF PROPERTIES
On October 1, 1999, Seal entered into a lease with an affiliate of its majority
stockholder, M. Lee Pearce, MD for 2,060 square feet of space for its corporate
offices in Fort Lauderdale, Florida. The lease expires in 2004 and has an
initial annual base rental rate of approximately $38,000, adjusted annually for
inflation.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in litigation relating to the offshore supply business
conducted prior to August 14, 1996 by certain inactive subsidiaries of Seal. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996, the asbestos claims were administratively dismissed subject to
reinstatement on motion of plaintiff's counsel. It is expected that all of these
cases will be reinstated in the future. The Company is presently unable to
determine what, if any, impact these cases could have upon the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of the year ended December 31, 1999.
THIS SPACE INTENTIONALLY LEFT BLANK
7
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The Company's Class A Common Stock is traded on the OTC Bulletin Board
("OTCBB"), under the symbol SEAH. The following table sets forth the range of
high and low bid prices per share of the Company's Class A Common Stock for each
of the quarters during the years ended December 31, 1998 and 1999, as reported
on the OTCBB system. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
PRICE PERIOD HIGH LOW
------------ ---- ---
1998
First Quarter $ .94 $ .53
Second Quarter 2.13 .69
Third Quarter 1.88 1.25
Fourth Quarter 3.38 1.25
1999
First Quarter 6.25 2.63
Second Quarter 5.25 2.50
Third Quarter 4.50 2.63
Fourth Quarter 3.75 1.44
As of February 29, 2000, there were 1,534 holders of record of the Class A
Common Stock.
There is no public market for the Class B Common Stock or the Series B Preferred
Stock, 2,170 shares, all of which are issued to entities beneficially owned by
Pearce.
Holders
The number of stockholders of record as of December 31, 1999, was 1,534 for the
Class A Common Stock.
Dividends
The Company has no plans to declare or pay dividends, in cash or otherwise, in
the foreseeable future. Any changes in those plans in the future will depend on
earnings, if any, of the Company, its financial requirements and other factors.
Further, payment of dividends on the Company's Class A Common Stock will only be
made after payment of dividends on the Company's Series B Preferred Stock.
8
<PAGE>
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
Partner Company Strategy
The Company is aggressively pursuing acquisitions and investments in Internet
and B2B e-commerce companies, with a focus on the healthcare industry.
Typically, the Company receives business plans from early stage companies
seeking equity financing. Information received is evaluated to determine if the
potential Partner Company's business is within Seal's investment parameters. The
Company will generally consider investment in Partner Companies with a clearly
defined product or service, experienced and financially committed management,
and some operational history. Once Seal's managers determine that a potential
Partner Company meets its investment parameters, a preliminary meeting is
scheduled with the key founders. Following the meeting, a list of preliminary
due diligence questions is provided to the Partner Company. In general, after
receipt and evaluation of such materials, if further consideration is warranted,
a term sheet is drafted and several investment parameters are discussed with the
potential Partner Company, followed by the presentation of a formal term sheet.
If the formal term sheet is approved, final due diligence is conducted and
definitive deal documentation is prepared.
Under certain circumstances, the Company may make co-investments with other
investors, such as venture capital firms, where the Company may rely, in part,
on the co-investor's due diligence activities.
Once any additional investment considerations resulting from the final due
diligence are resolved, the transaction will close. Management anticipates that
it will generally take 45 days to over 120 days to conclude an investment or
acquisition.
During due diligence, the Company may hire outside experts to perform background
checks, conduct information technology due diligence, perform financial due
diligence, or other aspects of the due diligence process. Through the end of the
first quarter of 2000, the Company was advised on certain aspects of its
investment process by Benedetto, Gartland & Company ("BGC"), an investment
banking firm. One of the Company's directors is a principal of BGC.
Due to the nature of the Company's Partner Company investments, no positive
operating cash flows are expected to be realized in the foreseeable future.
Generally, successful Internet start-ups have employed a strategy of rapidly
building infrastructure and introducing products and services in advance of firm
commitments for sales. This strategy is being widely followed as new and
existing firms strive to establish market penetration in anticipation of
significant opportunities for future revenue growth.
It is expected that Partner Companies, including Seal's first such Partner
Company, Healthology, will require one or more rounds of additional equity
capital before they can be expected to generate positive cash flow. The
Company's investment evaluations anticipate such additional rounds of future
financing, at successively higher valuations, such that while the Company's
ownership interest may decline, the value of its interest may increase based on
the amount paid by later stage investors. The Company believes that it could
realize such higher value through the sale of the Partner Company to a larger
competitor, through the sale of some or all of its interest after an initial
public offering by a Partner Company, or by selling some or all of its interest
to venture capital or other firms. There can be no assurance, however, that the
Partner Companies will successfully execute their business plans, or that, if
successful, a suitable buyer for Seal's interest will be found. In addition,
there can be no assurance that any Partner Company would be able to raise
additional financing or that any such financing would be at a valuation higher
than that paid by the Company. The Company's investments and acquisitions are
illiquid in nature and cannot be readily sold.
9
<PAGE>
During the fourth quarter of 1999, the Company announced the undertaking by the
Company's Chairman and majority stockholder to provide the Company with funding
of up to $10 million for future acquisitions and operations as approved by the
Board of Directors (the "Funding Commitment"). In connection with the Funding
Commitment through March 1999, the Company's majority stockholder has
contributed $4,050,000 to the Company, approximately $3.2 million, of which was
used by the Company to fund the investment in Healthology and approximately
$850,000 of which was used by the Company for operating expenses and to pay for
certain costs and expenses incurred in connection with the Healthology
transaction. In consideration for the contribution, the Company issued its
majority stockholder 771,428 shares of the Company's Class A Common Stock at a
price of $5.25 per share.
Additionally, as provided in the Funding Commitment, the Company's majority
stockholder has agreed to contribute an additional $5,950,000 to the Company.
The Company has agreed with the majority stockholder that in consideration of
such additional funds, the Company will issue such stockholder additional shares
of the Company's Class A Common Stock at $5.25 per share (An aggregate of
1,133,333 shares when $5,590,000 is contributed).
The Company anticipates that its operating expenses for the year ended December
31, 2000 will be between $1.7 and $2.2 million, such that between $3.9 and $4.4
million of the $10 million undertaking will be available for additional
investments and related transaction costs after the Healthology Transaction.
Although the Company's focus is on Internet and B2B e-commerce companies, the
Company may also consider acquisitions of, or investments in, non-Internet
companies, primarily in the healthcare and related fields.
As previously indicated, the Company presently anticipates that Healthology will
seek to raise additional equity financing during 2000. Under certain conditions,
the Company has the right to participate in any such additional financing in
order to maintain its current ownership interest and its Super-Voting Right. The
Company estimates that its resulting additional investment in Healthology would
be between $1.0 and $1.5 million.
Because the Company does not anticipate receiving cash flow from its Partner
Companies, funding for operations and future Partner Company investments will
require that the Company raise additional cash. Any such cash raised would
likely be dependent on the Company's ability to demonstrate a record of
successfully identifying and consummating investments or acquisitions in Partner
Companies and the continued expectation by investors that Internet-based
e-commerce has the potential for dramatic growth. The Company anticipates that
it will begin to actively seek additional funding in the second half of 2000
from third parties and from the majority stockholder. There can be no assurance
that the Company will be successful in such efforts. Any financing activities by
the Company, including the terms upon which any future advances from the
Company's majority stockholder may be converted into an equity interest in, or a
longer term obligation of, the Company, could result in substantial dilution of
existing equity positions and increased interest expense. Transaction costs to
the Company in connection with such activities may also be significant.
Management believes that the current level of operating expenses can support a
significant number of additional Partner Company investments. Nevertheless,
should the Company be unable to attract additional funding, operations after
2000 would be materially curtailed.
Investment In Camber
The Company's investment in Camber had a carrying value of $1.8 million at
December 31, 1999, representing Seal's historical cost basis. Camber, which
began operations in 1998, has incurred significant losses while developing its
business strategy. Camber operates 13 clinics in Florida and California
specializing in multidisciplinary, musculuskeletal care. Camber management
anticipates that they will reach cash flow break-even during 2000, and that its
current business plan will provide for significant profitability through the
acquisition of additional clinics. At this time, the Company is unable to
determine whether any such acquisitions can be made without dilution of the
Company's interest. Should such acquisitions be made and funded with additional
equity financing by Camber, the Company's interest may be diluted. Significant
dilution of the Company's interest could indicate an impairment in the value of
the Camber investment and a write-down of some or all of said investment could
result.
10
<PAGE>
Safe Harbor Statement
In the discussion below (and elsewhere in this report) regarding the Company's
business, any statement of its future expectations, including without
limitation, future revenues and earnings (losses), plans and objectives for
future operations, future agreements, future economic performance or expected
operational developments and all other statements regarding the future are
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that the forward-looking statements be subject
to the safe harbors created thereby. These forward-looking statements are based
on the Registrant's strategic plans and involve risks and uncertainties which
may cause actual results to differ materially from forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements herein include (the
"Cautionary Statements"), without limitation:
|X| The Company's ability to raise capital,
|X| The Company's ability to execute its business strategy in a very
competitive environment,
|X| The Company's degree of financial leverage,
|X| Risks associated with acquisitions and the integration thereof,
|X| Risks associated with start-up and early-stage enterprises,
|X| Risks associated with providing services over the Internet,
|X| Healthcare regulatory considerations,
|X| 1940 Act regulatory considerations,
|X| Contingent liabilities,
|X| The impact of competitive services and pricing, and
|X| Other risks referenced from time to time in the Company's filings with
the Securities and Exchange Commission.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements. The Company does not undertake any
obligations to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and report of
independent certified public accountants required by this Item are filed
herewith as Exhibit F.
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Operations for the years ended December 31, 1999
and 1998
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and 1998
Notes to Consolidated Financial Statements
11
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
THIS SPACE INTENTIONALLY LEFT BLANK
12
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.
The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2000 Annual
Meeting of Stockholders.
ITEM 10. EXECUTIVE COMPENSATION
The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2000 Annual
Meeting of Stockholders.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2000 Annual
Meeting of Stockholders.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2000 Annual
Meeting of Stockholders.
13
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
Reference is made to the Index set forth on Page F-1 of this Annual
Report on Form 10-KSB.
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are inapplicable or the
information is provided in the consolidated financial statements,
including the notes hereto.
(a)(3) Exhibits
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger dated as of September 30, 1999, by and
among OH, Inc., Seal Holdings Corporation, Oakridge Outpatient Center,
Inc., and OH Acquisitions Corp. (1)
2.2 Articles of Merger of OH Acquisition Corp. into OH, Inc., filed
September 30, 1999. (1)
3.1.1 Certificate of Incorporation of Seal Holdings Corporation, filed March
20, 1997. (2)
3.1.2 Certificate of Amendment to Certificate of Incorporation of Seal
Holdings Corporation filed June 21, 1999.
3.1.3 Certificate of Preferred Stock Designation of Seal Holdings
Corporation, dated March 23, 1999. (3)
3.1.4 Certificate of Designation, Preferences, Rights and Limitations of 10%
Cumulative Non-Voting Series B Preferred Stock of Seal Holdings
Corporation, dated November 15, 1999. (4)
3.2 Bylaws of Seal Holdings Corporation. (2)
4.3 Investors' Rights Agreement between Healthology, Inc. and Seal
Holdings Corporation dated March 1, 2000. (5)
4.4 Stockholders' Agreement between Healthology, Inc., Seal Holdings
Corporation and certain existing stockholders of Healthology, Inc.
dated March 1, 2000. (5)
10.1 Secured Promissory Note dated March 25, 1997, made by Thomas M.
Ferguson in favor of Seal Fleet, Inc. (6)
10.2 Stock Pledge Agreement dated March 25, 1997, made by Thomas M.
Ferguson in favor of Seal Fleet, Inc. (6)
10.3.1 1999 Long Term Incentive Plan. (7)
10.3.2 1998 Incentive Option Plan. (8)
14
<PAGE>
10.3.3 1997 Incentive Option Plan. (2)
10.3.4 Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (9)
10.6 Business Combination Agreement dated October 9, 1998, by and among
Kohlberg & Company, LLC, Camber Companies, LLC, Monsanto Company, Seal
Holdings Corporation and Primary Care Medical Centers of America, Inc.
(10)
10.7 General Assignment dated as of October 8, 1998, from Primary Care
Medical Centers of America, Inc. to Camber Companies, LLC. (10)
10.8 Assumption Agreement dated as of October 9, 1998 from Camber
Companies, LLC to Monsanto Company. (10)
10.9 Agreement and Plan of Exchange between Seal Holdings Corporation and
OH, Inc., a Florida corporation, dated December 21, 1998. (10)
10.10 Securities Exchange Agreement dated April 2, 1999, by and between Seal
Holdings Corporation and M. Lee Pearce, MD, who as of April 2, 1999
was the holder of all of the outstanding shares of common stock of OH,
Inc. (3)
10.11 Stock Purchase Agreement dated as of December 21, 1998 between First
Magnum Corporation, Thomas M. Ferguson and Lauderdale Holdings, Inc.
(3)
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
99.1 Press Release - "OH, Inc. and Seal Holdings Corporation Complete Share
Exchange", dated April 5, 1999. (3)
99.2 Funding Commitment by Dr. Pearce. (1)
- -------------------
(1) Incorporated by reference from an exhibit to the Company's Current
Report on Form 8-K (File No. 000-05667), as filed October 15, 1999.
(2) Incorporated by reference from an exhibit to the Company's Proxy
Statement for (File No. 000-05667) the Annual Meeting of Shareholders
of Seal Fleet, Inc. held May 14, 1997, as filed April 11, 1997.
(3) Incorporated by reference from an exhibit to the Company's Current
Report on Form 8-K (File No. 000-05667), as filed April 19, 1999.
(4) Incorporated by reference from an exhibit to the Company's Quarterly
Report on Form 10-QSB (File No. 000-05667) for the quarter ended
September 30, 1999, as filed November 15, 1999.
(5) Incorporated by reference from an exhibit to the Company's Current
Report on Form 8-K (File No. 000-05667), as filed March 16, 2000.
(6) Incorporated by reference from an exhibit to Amendment No. 1 to Report
on Schedule 13D, dated March 21, 1997, filed by First Magnum
Corporation, as filed April 18, 1997.
(7) Incorporated by reference from an exhibit to the Company's Proxy
Statement (File No. 000-05667) for the Annual Meeting of Shareholders
of Seal Holdings Corporation held June 17, 1999, as filed on June 4,
1999.
(8) Incorporated by reference from an exhibit to the Company's Proxy
Statement (File No. 000-05667) for the Annual Meeting of Shareholders
of Seal Holdings Corporation held June 24, 1998, as filed on June 8,
1998.
(9) Incorporated by reference from an exhibit to the Quarterly Report on
Form 10-QSB of Seal Fleet, Inc. for the quarterly period ended March
31, 1997.
(10) Incorporated by reference from an exhibit to the Company's Annual
Report on Form 10-KSB (File No. 000-05667) for the fiscal year ended
December 31, 1998, as filed April 1, 1999, as amended April 30, 1999.
(b) Reports of Form 8-K
Form 8-K filed on October 15, 1999, announcing that on September 30,
1999, Seal completed a transaction pursuant to which its wholly-owned
subsidiary, OHI, was acquired by, and became a wholly-owned subsidiary
of Oakridge. OHI constituted the only active business operations of the
Company.
Subsequent to December 31, 1999, the Company filed on March 16, 2000, a
Current Report on Form 8-K related to its investment in Healthology,
Inc.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SEAL HOLDINGS CORPORATION
By: /s/ Cecilio M. Rodriguez
Cecilio M. Rodriguez,
Chief Financial Officer and Treasurer
Dated: March 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert G. Tancredi, MD
- ------------------------------- President, Chief Executive Officer and Director (Principal March 30, 2000
Robert G. Tancredi, MD Executive Officer)
/s/ Cecilio M. Rodriguez
- ------------------------------- Chief Financial Officer and Treasurer (Principal Financial March 30, 2000
Cecilio M. Rodriguez and Accounting Officer)
/s/ M. Lee Pearce, MD
- ------------------------------- Chairman of the Board of Directors March 30, 2000
M. Lee Pearce, MD
/s/ Thomas M. Ferguson
- ------------------------------- Director March 30, 2000
Thomas M. Ferguson
/s/ John J. Rydzewski
- ------------------------------- Director March 30, 2000
John J. Rydzewski
</TABLE>
16
<PAGE>
F-20
"Exhibit F"
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Certified Public Accountants........................................ F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998.............................. F-3
Consolidated Statements of Operations for the years ended December 31, 1999 and 1998 ... F-5
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1999 and 1998............................................................ F-6
Consolidated Statements of Cash Flows for the years ended December 31, 1999 and 1998... F-7
Notes to Consolidated Financial Statements................................................ F-8
</TABLE>
F-1
<PAGE>
Report of Independent Certified Public Accountants
To the Board of Directors
Seal Holdings Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of Seal Holdings
Corporation and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, shareholders' equity, 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 on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 consolidated financial position of Seal Holdings
Corporation and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States.
West Palm Beach, Florida
March 1, 2000, except for
the ninth paragraph of Note 1 and Note 10 as to which the date is March 24,
2000, and the second paragraph of Note 13 as to which the date is March 27,
2000.
F-2
<PAGE>
Seal Holdings Corporation and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31
1999 1998
------------------------------------
Assets
<S> <C> <C>
Current assets
Cash $ 462,802 $ -
Net assets of discontinued operations - 9,348,649
Prepaid expenses and other current assets 47,878 -
------------------------------------
Total current assets 510,680 9,348,649
Property and equipment, net 169,198 -
Investment in Camber Companies, LLC 1,845,245 -
Other assets 8,852 -
------------------------------------
Total assets $2,533,975 $9,348,649
====================================
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
Seal Holdings Corporation and Subsidiaries
Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>
December 31
1999 1998
------------------------------------
Liabilities and shareholders' equity Current liabilities:
<S> <C> <C>
Accounts payable $ 111,222 $ -
Accrued professional fees 162,225 -
Accrued compensation and related liabilities 290,794 -
Other liabilities 15,000 -
------------------------------------
Total liabilities 579,241 -
Commitments and contingencies
Shareholders' equity:
Subscribed Class A Common stock 550,000 -
Preferred stock, par value $.001 per share; 25,000,000 shares
authorized, 2,170 and no shares issued and outstanding at December
31, 1999 and 1998, respectively 2,170,000 -
Common stock, par value $.001 per share; no shares authorized or
outstanding at December 31, 1999, 50,000 shares authorized, 1,000 shares
issued and outstanding at December 31, 1998.
- 1
Class A common stock, par value $.20 per share; 99,975,000 shares authorized,
32,001,769 issued, and 31,916,919 outstanding at December 31, 1999. No
shares authorized or outstanding at December 31, 1998.
6,400,354 -
Class B common stock, par value $.20 per share, 25,000 shares authorized,
issued and outstanding at December 31, 1999. No shares authorized or
outstanding at December 31, 1998.
5,000 -
Additional paid-in capital 18,249,770 20,276,784
Accumulated deficit (25,370,930) (10,928,136)
Treasury stock, at cost, 84,850 and no shares at December 31, 1999 and
1998, respectively. (49,460) -
------------------------------------
Total shareholders' equity 1,954,734 9,348,649
------------------------------------
Total liabilities and shareholders' equity $ 2,533,975 $ 9,348,649
====================================
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
Seal Holdings Corporation and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
------------------------------------
<S> <C>
Revenue $ $ -
-
------------------------------------
- -
------------------------------------
Expenses:
Salaries and benefits 359,158 -
Professional fees 306,073 -
General and administrative 112,357 -
------------------------------------
Total expenses 777,588 -
------------------------------------
Loss from continuing operations (777,588) -
Discontinued operations:
Loss from discontinued operations (14,835,321) (8,780,116)
Gain on disposal of discontinued operations 1,170,115 -
------------------------------------
Net loss $(14,442,794) $ (8,780,116)
====================================
Loss attributable to common stockholders basic and diluted $(14,520,447) $(8,780,116)
====================================
Basic and diluted loss attributable to common stockholders per share:
Loss from continuing operations $ (0.04) $ -
Loss from discontinued operations (0.61) (0.85)
------------------------------------
Net loss $ (0.65) $ (0.85)
====================================
Weighted average shares outstanding 22,300,143 10,318,419
====================================
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
Seal Holdings Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
Class A and Class B
Common Stock Preferred Stock
---------------------------------------------- Additional
Par Paid-in Accumulated Treasury
Shares Value Shares Amount Capital Deficit Stock Total
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997 1,000 $ 1 - $ - $ 1,979,305 $ (2,148,020) $ - $ (168,714)
Contributed capital - - - - 18,297,479 - - 18,297,479
Net loss - - - - - (8,780,116) - (8,780,116)
-------------------------------------------------------------------------------------------------------
Balance at December 31,
1998 1,000 1 - - 20,276,784 (10,928,136) - 9,348,649
Contributed capital - - - - 2,600,000 - - 2,600,000
Reverse Merger
transaction: Receipt
of Seal Holdings
Corporation common
shares, net of costs
of $115,500 (Number
of common shares
includes 1,383,350
shares of Class A
Common Stock and
25,000 shares of
Class B Common Stock) 1,408,350 281,670 - - 1,436,669 - (49,460) 1,668,879
Issuance of Seal
Holdings Corporation
shares in exchange
for OH, Inc. common
stock 10,318,419 2,063,684 2,000,000 2,000 20,811,101 - - 22,876,785
Receipt of OH, Inc.
common stock in
exchange for Seal
Holdings Corporation
Common Stock (1,000) (1) - - (22,876,784) - - (22,876,785)
Conversion of preferred
stock into common
stock 20,000,000 4,000,000 (2,000,000) (2,000) (3,998,000) - - -
Sale of Series B
preferred stock - - 2,170 2,170,000 - - - 2,170,000
Shares issued in
exchange for
investment banking
services 300,000 60,000 - - - - - 60,000
Subscribed Class A
common stock - - - - 550,000 - - 550,000
Net loss - - - - - (14,442,794) - (14,442,794)
-------------------------------------------------------------------------------------------------------
Balance at December 31,
1999 32,026,769 $6,405,354 2,170 $2,170,000 $18,799,770 $(25,370,930) $(49,460) $ 1,954,734
=======================================================================================================
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
Seal Holdings Corporation and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
------------------------------------
Operating activities
<S> <C> <C>
Net loss $(14,442,794) $ (8,780,116)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 6,225 -
Gain on disposal of discontinued operations (1,170,115) -
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (47,878) -
Other assets (8,852) -
Accounts payable 111,222 -
Accrued compensation and related liabilities 290,794 -
Accrued professional fees 162,225 -
Other liabilities 15,000 -
------------------------------------
Net cash used in operating activities (15,084,173) (8,780,116)
Investing activity
Purchases of property and equipment (122,198) -
------------------------------------
Net cash used in investing activity (122,198) -
Financing activities
Proceeds from issuance of preferred stock 2,170,000 -
Subscribed Class A Common Stock 550,000 -
------------------------------------
Net cash provided by financing activities 2,720,000 -
Discontinued operations:
Operating activities 1,059,588 490,685
Investing activities (2,639,037) (4,703,307)
Financing activities 14,528,622 12,992,738
------------------------------------
Net cash provided by discontinued operations 12,949,173 8,780,116
Net change in cash 462,802 -
Cash at beginning of period - -
------------------------------------
Cash at end of period $ 462,802 $ -
====================================
Supplemental disclosure of non cash investing and financing activities
Equipment acquired through capital leases $ - $ 1,111,742
====================================
Contribution of property, equipment and other assets by sole shareholder $ - $ 5,198,195
====================================
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
Seal Holdings Corporation and Subsidiaries
Notes to Consolidated Financial Statements
1. The Company
Seal Holdings Corporation ("Seal" or the "Company") is a holding company focused
on the acquisition of, and strategic investments in, companies providing
services in health care and life sciences (with particular interest in
information technology companies with Internet applications). During 1999, Seal,
as further described below, went through a reverse merger followed by a
disposition of the assets acquired through the reverse merger. Accordingly, the
December 31, 1999 balance sheet and the statements of operations, cash flows and
shareholders' equity presented herein for the year ended December 31, 1999 are
those of Seal, with any balances or transactions which resulted from the reverse
merger (and subsequent disposal) shown as a discontinued operation. The December
31, 1998 balance sheet and statements of operations, cash flows and
shareholders' equity are those of OH, Inc. ("OHI"), the entity which, for
accounting purposes, was the accounting acquirer, even though the Company
elected to use the name Seal Holdings Corporation for periods subsequent to the
effective date of the reverse acquisition. Earnings per share for periods prior
to the reverse acquisition have been restated to reflect the number of
equivalent shares received by the OHI stockholder as a result of the reverse
acquisition even though OHI became a wholly-owned subsidiary of Seal.
During March 2000, the Company completed its first investment since the disposal
of OHI (as described below), a 21% interest in Healthology, LLC, ("Healthology")
an online media company. See Note 13, Subsequent Event.
The Company also has a 6% interest in Camber Companies LLC, a company
specializing in multidisciplinary, musculoskeletal care.
Reverse Acquisition
Effective on April 2, 1999, Seal (which for periods prior to April 2, 1999 is
referred to herein as the "Acquiree") and OHI, whose primary operating assets
consisted of a comprehensive outpatient diagnostic and surgery center (the
"Oakridge Center"), entered into an Agreement and Plan of Exchange whereby 1,000
shares of OHI Common Stock (which represented 100% of OHI's outstanding Common
Stock) was exchanged for 10,318,419 shares of the Acquiree's common stock and
2,000,000 shares of the Acquiree's convertible preferred stock, which was equal
to 91% of the outstanding common stock of the Acquiree on a fully diluted basis
(including outstanding options to purchase Acquiree shares) on that date.
Accordingly, the acquisition has been treated for financial reporting purposes
as a reverse acquisition, with OHI (the "Acquirer") as the accounting acquirer.
As a result of the aforementioned transaction, the number of Class A Common
Shares authorized to be issued by the Acquiree was increased from 14,975,000 to
99,975,000.
F-8
<PAGE>
Seal Holdings Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
Reverse Acquistion (continued)
The net assets received from the Acquiree in the reverse acquisition were
recorded at their fair value of $1,784,374, less acquisition costs of $115,500.
The Acquirer also received 1,408,325 shares of Acquiree Class A and Class B
Common Stock. The results of the Acquiree's operations are included in the
Company's consolidated statements of operations from the effective date of the
reverse acquisition.
Discontinued Operations
On September 30, 1999, Seal sold its wholly-owned subsidiary, OH, Inc., which
includes the Oakridge Center, to an investor group comprised of certain members
of OHI's management (the "Oakridge Group"). The Oakridge Center constituted the
only active business operation of the Company during 1999 and 1998. The Company
has no ownership interest in the Oakridge Group. The Company's primary
consideration was the assumption by the Oakridge Group of all of OHI's
liabilities. The Oakridge Group has assumed these liabilities without any
recourse to the Company and the Company has not guaranteed any portion of the
liabilities assumed by the Oakridge Group. As a result, Seal recorded a gain of
$1,170,115, which was equal to the equity deficiency of OHI on the date of
disposition.
The activities of OHI prior to October 1, 1999 are shown as discontinued
operations in the accompanying financial statements. Revenue from discontinued
operations was $6,446,000 and $3,152,000 for the years ended December 31, 1999
and 1998, respectively and is included as part of the loss from discontinued
operations in the accompanying statements of operations. In addition, the net
assets of OHI at December 31, 1998 are recorded in the accompanying balance
sheet as the net assets of discontinued operations and consist of the following:
<TABLE>
<CAPTION>
<S> <C>
Cash $1,238,460
Accounts receivable, net of allowance for uncollectible accounts
of $325,000 607,546
Inventory 302,317
Other current assets 339,971
Property and equipment, net 10,766,426
Other assets 260,425
Accounts payable (1,478,742)
Accrued professional fees (571,997)
Accrued compensation and related liabilities (497,829)
Due to affiliates (321,281)
Other liabilities (184,905)
Obligations under capital leases and loans (1,111,742)
------------------
$9,348,649
==================
</TABLE>
F-9
<PAGE>
Operating Losses and Cash Flow Deficiencies
Through December 31, 1999, the Company experienced significant operating losses
and deficiencies in cash flows from its discontinued operations, and, to a
lesser extent, from its continuing operations, and acquisition activities.
During 1999, the Company's majority shareholder and certain affiliates funded
the cash flow deficiencies. As a result of the sale of OHI, the Company's
operating losses and cash requirements have been significantly reduced.
Nevertheless, the Company expects to continue to incur losses and expenses as it
carries out its acquisition strategy. These financial statements have been
prepared assuming that the Company will continue as a going concern. Until the
Company has enough operations or other revenue generating activities to be self
sufficient, the Company will remain dependent upon other sources of capital. In
the past, such capital has come from the Company's majority shareholder.
On September 30, 1999, Dr. M. Lee Pearce, the Company's majority shareholder,
agreed to provide Seal with funding of up to $10,000,000 which will be used to
fund these losses and expenses and future acquisitions as approved by the Board
of Directors (the "Funding Commitment"). Through December 31, 1999, the Company
had received $550,000 of the Funding Commitment and an additional $3.5 million
was received by March 30, 2000 which was used primarily to fund the Healthology
acquisition. In addition, Management of the Company is pursuing various business
alternatives to enable the Company to continue meeting its current and projected
commitments and obligations, or will attempt to further reduce the amount of
such liabilities to a manageable level.
2. Summary of Significant Accounting Policies
Consolidation
The accompanying financial statements include the accounts of Seal Holdings and
its subsidiaries, all of which are wholly owned, and the predecessor companies
described above. All significant intercompany accounts and transactions are
eliminated in consolidation.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which range
from 3-8 years.
F-10
<PAGE>
The carrying value of the Company's assets is reviewed by management if the
facts and circumstances suggest that it may be impaired. If this review
indicates that these costs will not be recoverable, as determined based on the
expected undiscounted cash flows of the entity over the remaining amortization
period, the carrying value of these costs is reduced by the estimated shortfall
of discounted cash flows.
Income Taxes
Prior to the reverse acquisition described in Note 1, OHI, with the consent of
its shareholder, had elected to be treated as an S corporation under the
provisions of the Internal Revenue Code. Consequently, in lieu of corporate
income taxes, the sole shareholder was taxed on the Company's taxable income.
Following the reverse acquisition, the Company became a C corporation and,
accordingly, has adopted the asset and liability method of accounting for income
taxes as prescribed under SFAS 109 "Accounting for Income Taxes" ("SFAS 109").
No provision for income taxes has been recorded due to losses to date. The
Company has recorded a valuation allowance for the deferred tax assets which
have resulted from its operating losses as discussed further in Note 11.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the
reported period. Actual results could differ from those estimates.
Financial Instruments
The carrying values of cash and accounts payable are reasonable estimates of
their fair value due to the short-term nature of these financial instruments.
Stock Based Compensation
The Company accounts for employee stock options using the intrinsic value method
as prescribed by Accounting Principles Board Option No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). The Company follows the disclosure
provisions of Statement of Financial Accounting Standards, No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123") and for valuing common stock
equivalents issued to non employees. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of the
corporation's stock at the date of the grant over the exercise price of the
option.
F-11
<PAGE>
Comprehensive Income
The Company has adopted SFAS No. 130; "Reporting Comprehensive Income", which
requires that all items that are recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The items of
other comprehensive income that are typically required to be displayed are
foreign currency items, minimum pension liability adjustments, and unrealized
gains and losses on certain investments in debt and equity securities. There
were no items of other comprehensive income for any periods presented herein.
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 requires that all derivative
instruments be recorded in the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designed as part of a
hedge transaction and, if it is, the type of hedge transaction. The Company does
not expect that the adoption of SFAS No. 133 will have a material impact on its
financial statements because the Company does not currently hold any derivative
instruments.
F-12
<PAGE>
3. Property and Equipment
Property and equipment consists of the following:
December 31,
1999
-------------------
Leasehold improvements $ 17,842
Equipment and software 49,238
Furniture and fixtures 123,049
-------------------
190,129
Less accumulated depreciation 20,931
-------------------
$169,198
===================
Property and equipment held at December 31, 1998 was used in the discontinued
operations and is included in net assets of discontinued operations in the
accompanying consolidated balance sheet.
4. Commitments and Contingencies
Legal Proceedings
The Company is involved in litigation relating to the offshore supply business
conducted prior to August 14, 1996 by certain inactive subsidiaries of Seal. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996, the asbestos claims were administratively dismissed subject to
reinstatement on motion of plaintiff's counsel. It is expected that all of these
cases will be reinstated in the future. The Company is presently unable to
determine what, if any, impact these cases could have upon the Company.
Employment Contracts
The Company has entered into employment contracts with certain key executives.
These contracts are generally for initial periods of up to three years and
include base salary plus bonuses. Employment may be terminated by the Company or
the employee under certain conditions. In addition, the contracts contain
provisions for changes in control, severance and benefits, and non-compete
requirements.
F-13
<PAGE>
5. Related Party Transactions
The Company's majority shareholder, directly or indirectly, owns a number of
real estate entities with which the Company has done or currently does business.
At December 31, 1999, the Company was leasing administrative office space from
one such real estate entity. Future minimum lease payments under this operating
lease agreement are as follows:
Year Ending December 31,
2000 $ 55,098
2001 40,396
2002 40,396
2003 40,396
2004 40,396
-------------------
Total $216,682
===================
Rent expense under operating leases was $16,150 and $42,000 for the years ended
December 31, 1999 and 1998, respectively.
One of the Company's directors is a principal in an investment banking firm
providing services to the Company (the "Investment Banking Firm"). In connection
with the Company's agreement with the Investment Banking Firm, the Company has
paid fees and expenses of $465,923 and issued 300,000 shares of Class A Common
Stock during the year ended December 31, 1999. In addition, the Company's
majority stockholder transferred 150,000 shares of his Class A Common Stock to
the Investment Banking Firm in connection with services provided in the Reverse
Acquisition. The agreement with the Investment Banking Firm expires by its terms
on March 31, 2000. Additional placement fees and share purchase rights may be
earned by the Investment Banking Firm upon the occurrence of certain events,
including certain future sales of securities by the Company and when the Company
makes investments which are facilitated by or require the assistance of the
Investment Banking Firm. See Note 13, Subsequent Event.
One of the Company's directors has employment and consulting agreements with the
Company for a term of one year through April 1, 2000. Related salaries and
consulting fees during the year ended December 31, 1999 were $70,530 and
$135,000, respectively. In addition, this director had a note receivable of
$120,000 with related accrued interest of $12,757. These amounts were forgiven
during the first quarter of 1999.
F-14
<PAGE>
6. Stock Based Compensation
Options may be granted to Company employees, directors and consultants under
various stock option plans. All options granted under the plans through December
31, 1999 have been at prices which have been equal to or greater than the fair
market value of the Company's common stock at the date of grant. At December 31,
1999, the Company had reserved 4,700,000 shares of Class A common stock for
possible future issuance under its stock option plans. The options exercised
during 1999 were exercised prior to the reverse acquisition described in Note 1.
Option activity under the Company's plans is summarized below:
<TABLE>
<CAPTION>
1999 1998
- --------------------------------------------------------------------------------- ------------------------------------
Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price
- --------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C>
Outstanding at beginning of year 1,780,000 $1.72 865,000 $1.68
Options granted - - 915,000 1.75
Options exercised (80,000) 1.38 - -
------------------------------------ ------------------------------------
Outstanding at end of year 1,700,000 $1.73 1,780,000 $1.72
==================================== ====================================
Options exercisable at year-end 1,700,000 $1.73 1,780,000 $1.72
Shares available for future grant 4,700,000 1,780,000
</TABLE>
Exercise prices for options outstanding at December 31, 1999 are $1.00 for
40,000 options and $1.75 for 1,660,000 options. The weighted average remaining
contractual life of options outstanding at December 31, 1999 was 5.7 years. The
weighted average fair value per share of options granted by the Company during
1998 was $1.75. The fair value of options granted in 1998 was estimated at the
date of grant using the Black-Scholes valuation method with the following
assumptions; risk free interest rate of 7%, no expected dividends, weighted
average expected life of 8 years, and volatility of .73. No options were granted
during 1999.
F-15
<PAGE>
The Company applies APB 25 and related interpretations in accounting for stock
options granted to employees. Had compensation cost been recognized consistent
with SFAS 123, the Company's net loss and net loss per share attributable to
common stockholders would have been reduced to the pro forma amounts indicated
below (in thousands, except for per share information):
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
------------------------------------
<S> <C> <C>
Net loss As reported $(14,442,794) $(8,780,116)
Pro-forma $(14,442,794) $(9,779,966)
Basic and diluted loss attributable As reported $ (.65) $ (.85)
to common stockholders per share Pro-forma $ (.65) $ (.95)
</TABLE>
7. Loss Per Share
Options were not included in the computation of loss per share for the years
ended December 31, 1999 and 1998 because their effect would have been
anti-dilutive.
<TABLE>
<CAPTION>
Numerator: 1999 1998
---- ----
<S> <C> <C>
Net loss form continuing operations $(777,588) $( - )
Dividends (undeclared) on cumulative preferred stock (77,653) ( - )
------------ -----------
Numerator for basic and diluted loss per share - loss
attributable to common stockholders from continuing
operations $(855,241) ( - )
============ ===========
Net loss from discontinued operations $(13,665,206) $(8,780,116)
------------ -----------
Numerator for basic and diluted loss per share - loss
attributable to common stockholders from discontinued
operations $(13,665,206) $(8,780,116)
============ ===========
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
Denominator:
<S> <C> <C>
Denominator for basic and diluted loss per share; Weighted
average shares 22,300,143 10,318,419
---------- ----------
Basic and diluted loss per share from continuing operations $(0.04) $ -
Basic and diluted loss per share from discontinued operations (0.61) (0.85)
---------- ----------
Basic and diluted loss per share $(0.65) $(0.85)
========== ==========
</TABLE>
8. Investment in Camber Companies, LLC
In October 1998, the Acquiree sold the net assets of its wholly-owned
subsidiary, Primary Care Medical Centers of America, Inc. to Camber Companies,
LLC ("Camber") in exchange for a 6% equity investment in Camber with a fair
market value at the date of the transaction of approximately $1,845,000. The
Company accounts for its 6% interest in Camber at cost.
9. Preferred Stock
The Certificate of Incorporation of the Company, as amended, authorizes the
issuance of 25,000,000 shares of Preferred Stock, $.001 par value, of which
2,500 shares have been designated as Series B 10% Cumulative Preferred Stock,
$.001 par value, (the "Series B Preferred Stock"). The Series B Preferred Stock
is nonvoting and nonconvertible. Dividends on the Series B Preferred Stock are
cumulative and accrue at a rate of 10% per annum on the preferred stock's stated
value of $1,000 per share and must be paid before any dividends may be paid on
any other class of common or preferred stock. No other class of common or
preferred stock may be redeemed or repurchased nor may the Series B Preferred
Stock be altered or modified without the approval of the holders of the Series B
Preferred Stock. Effective November 15, 1999, the Company issued, 2,170 shares
of the Series B Preferred Stock to the majority shareholder in exchange for
$2,170,000, which had previously been contributed to the Company. At December
31, 1999, dividends of $77,653 were accumulated on the Series B Preferred Stock.
Such amount will be accrued and charged to retained earnings, if any, or
additional paid-in capital when declared by the Company's Board of Directors.
F-17
<PAGE>
10. Subscribed Class A Common Stock
Through December 31, 1999, the Company had received $550,000 of the funding
Commitment. An additional $3.5 million was received by March 30, 2000 which was
used primarily to fund the Healthology acquisition. In consideration for these
contributions, the Company issued its majority stockholder 771,428 shares of the
Company's Class A Common Stock at a price of $5.25 per share.
Additionally, as provided in the Funding Commitment, the Company's majority
stockholder has agreed to contribute an additional $5,950,000 to the Company.
The Company has agreed with the majority stockholder that in consideration of
such additional funds, the Company will issue such stockholder additional shares
of the Company's Class A Common Stock at $5.25 per share (An aggregate of
1,133,333 shares when $5,590,000 is contributed).
11. Income Taxes
The Company accounts for income taxes under SFAS 109. Under SFAS 109, deferred
income tax assets and liabilities are determined based upon differences between
the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amount of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's net deferred income taxes are as
follows:
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
---------------------------------
Deferred tax assets:
<S> <C> <C>
Net operating loss carryforwards $ 822,457 $ 336,837
Tax credits 193,334 199,272
Stock based compensation 29,991 58,214
Other 5,661 23,393
---------------------------------
Deferred tax assets 1,051,443 617,716
Less valuation allowance (1,051,443) (617,716)
---------------------------------
Net deferred tax assets $ - $ -
=================================
</TABLE>
F-18
<PAGE>
A reconciliation from the U.S. Statutory federal income tax rate to the
effective income tax rate (benefit) follows:
U.S. Federal statutory rate 34.00%
State income taxes, net of federal benefit 3.63
Change in valuation allowance (3.00)
Operating losses of discontinued operations (38.65)
Gain on disposition of discontinued operations 3.05
Other .97
-------
0.00%
=======
SFAS 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. After
consideration of the evidence, both positive and negative, management has
determined that a $1,051,443 valuation allowance at December 31, 1999 is
necessary to reduce the deferred tax assets to the amount that will more likely
than not be realized. The change in the valuation allowance for the current year
is $433,727. At December 31, 1999, the Company has available net operating loss
carryforwards of approximately $2.2 million, which expire in the years 2000
through 2012.
12. Class B Common Stock
The Company has 25,000 shares of Class B Common Stock outstanding. Such shares
are held by an affiliate of the Company's majority shareholder and enable the
holder to elect a majority of the Board of Directors of the Company, otherwise
the Class B Common Stock is identical to the Company's Class A Common Stock.
13. Subsequent Event
On March 1, 2000, the Company agreed to purchase 3,211,453 shares of the Series
A Convertible Voting Preferred Stock ("Preferred Shares") of Healthology, Inc.,
a Delaware corporation ("Healthology"), pursuant to a Series A Preferred Stock
Purchase Agreement dated March 1, 2000 between the Company and Healthology and
certain related agreements (collectively, the "Healthology Transaction") for
cash in two installments, subject to certain closing conditions. Healthology is
a privately-held, online health media company that produces and distributes
original content generated by health professionals.
F-19
<PAGE>
The total purchase price for the Preferred Shares was $3,211,453, of which
$1,000,000 (for 1,000,000 Preferred Shares) was paid at the initial closing on
March 1, 2000 and $2,211,453 (for 2,211,453 Preferred Shares) was paid at a
second closing on March 27, 2000. After the second closing, the Company holds,
on an as-converted basis, an approximate 21% interest in the outstanding common
stock of Healthology, and an interest of approximately 19% on a fully diluted
basis.
Effective as of March 1, 2000, Healthology's Board of Directors includes two
representatives selected by the Company. The Preferred Shares are convertible at
any time, at the option of the Company, into shares of Common Stock of
Healthology ("Healthology Common Stock"), initially on a one for one basis,
subject to adjustment under certain circumstances (the "Conversion Rate"). The
Preferred Shares are automatically convertible at the Conversion Rate into
Healthology Common Stock upon the consummation by Healthology of a qualified
public offering of its common stock, as defined.
As compensation for services provided to the Company by the Investment Banking
Firm in connection with the Healthology Transaction, 5% of the 3,211,453 shares
acquired were transferred to the Investment Banking Firm. The Company retained
voting control over all such shares.
The Company obtained the funds for the Purchase Price through a capital
contribution from the majority stockholder pursuant to the Funding Commitment,
as described in Note 10 herein.
F-20
<PAGE>
EXHIBIT 3.1.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SEAL HOLDINGS CORPORATION
SEAL HOLDINGS CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
written consent, adopted the following resolution:
RESOLVED, that the Certificate of Incorporation of the corporation be
amended by changing Paragraph A of Section IV so that, as amended, said
Paragraph A of this Section shall be and read as follows:
"IV.
1. This Corporation is authorized to issue three classes of
stock to be designated, respectively, "Class A Common
Stock", "Class B Common Stock", and "Preferred Stock". The
total number of shares which the Corporation is authorized
to issue is one hundred twenty-five million (125,000,000)
shares. Ninety-nine million nine hundred seventy-five
thousand (99,975,000) shares shall be Class A Common Stock,
which shall have a par value of twenty cents ($.20) per
share, twenty-five thousand (25,000) shares shall be Class B
Common Stock, which shall have a par value of twenty cents
($.20) per share, and twenty-five million (25,000,000)
shares shall be Preferred Stock, which shall have a par
value of one-tenth of one cent ($.001) per share."
SECOND: That the said amendment has been consented to and authorized by
the holders of all of the issued and outstanding stock entitled to vote by a
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by its President and Chief Executive Officer this 17th day of June, 1999.
SEAL HOLDINGS CORPORATION
By: /s/ Robert G. Tancredi, MD
---------------------------------
Dr. Robert G. Tancredi
<PAGE>
EXHIBIT 21
LIST OF SUBSIDIARIES OF SEAL HOLDINGS CORPORATION
A DELAWARE CORPORATION
AS OF MARCH 28, 2000
Subsidiary State of Incorporation
- ---------- ----------------------
Primary Care Medical Centers of America, Inc. Delaware
Sealcraft Operators, Inc. Texas
Caribe Company Delaware
Seal Properties, Inc. Texas
Corpus Company Delaware
South Corporation Delaware
Seal Offshore, Inc. Delaware
First Seal, Inc. Texas
Seal (GP), Inc. Delaware
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 12 THROUGH 14 OF THE COMPANY'S FORM 10-KSB FOR THE YEAR AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 462,802
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 510,680
<PP&E> 169,198
<DEPRECIATION> 20,931
<TOTAL-ASSETS> 2,533,975
<CURRENT-LIABILITIES> 579,241
<BONDS> 0
0
2,170,000
<COMMON> 6,405,354
<OTHER-SE> (6,620,620)
<TOTAL-LIABILITY-AND-EQUITY> 2,533,975
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 777,588
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (777,588)
<INCOME-TAX> 0
<INCOME-CONTINUING> (777,588)
<DISCONTINUED> (13,665,206)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,520,447)
<EPS-BASIC> (0.65)
<EPS-DILUTED> (0.65)
</TABLE>
