<PAGE>
<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
Annual Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
_______________________________________
For the fiscal year ended December 31, 1995
Commission File Number 0-4519
____________________INTER-CONTINENTAL SERVICES CORPORATION___________________
(Exact name of registrant as specified in its charter)
____________Missouri___________ _________44-0628974________
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5700 Broadmoor, Suite 712__________Mission,_Kansas_____________66202___
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code_____(913) 262-1604__
Securities_registered_pursuant_to_Section_12(b)_of_the_Act:
Title_of_Each_Class Name_of_Each_Exchange_on_Which_Registered
______NONE_________ __________________NONE___________________
Securities registered pursuant to Section 12(g) of the Act:
_______________Common_Stock,_No_Par_Value__________________
(Title of Class)
Indicate by check mark whether the registrant (1) has filed reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or for
such shorter period that the registrant was required to file such
report), and (2) has been subject to such filing requirements for
the past 90 days.
Yes__X__ No_____
Aggregate market value of voting stock of registrant held by persons other
than officers, directors, and greater than 5% shareholders as of the close
of business on December 31, 1995 was $253,849 based on a "Bid" of $0.25.
Number of shares of Common Stock outstanding at December 31, 1995: 1,419,491.
<PAGE>
<PAGE>
PART I
Item 1. Business
Inter-Continental Services Corporation (the "Company" or "ICSC") is a Missouri
corporation incorporated in 1958 under the name All State Credit & Research,
Inc. The Company changed its name to Inter-Continental Computing, Inc. in
September, 1968, and in June, 1969, it changed to its current name, Inter-
Continental Services Corporation.
The Company operates a credit card recovery service, as All State Credit in
Kansas City and All State Credit of Santa Anna, California (and in 1994
Phoenix, Arizona). In order to eliminate duplicate costs and realize certain
economies of scale, the Kansas City credit card operations were moved to and
merged with the Santa Anna, California operation in June of 1986. The sales
efforts for said operation continued in Kansas City.
Initially, the services were for better control of oil credit charge cards.
In the late 1960's, with the introduction of bank cards and expanded appeal
of travel cards, All State's card recovery services were modified and adapted
to the more demanding requirements of the multi-purpose cards.
While technology through point of sale control has greatly decreased the need
for card recovery, All State has developed related services which focus on
effecting issuer/customer contact and developing pertinent facts and informa-
tion relative to more effective and less costly collection.
All State's reputation, current services, and adaptation to the contemporary
challenges in the credit industry should allow it to remain firm in service
support to the ever-changing and more demanding challenges of more manageable
portfolios of fewer but larger credit grantors.
From inception through the late 1980's, All State was an innovator and leader
in the development and implementation of card recovery services designed to
provide greater issuer control of unauthorized use of suspended charge
privileges.
Substantially all of the revenues are concentrated with a few customers in
the credit card industry. During 1995 the Company obtained revenue of
$199,125 from Chemical Bank and $130,833 from First USA. During 1994 the
Company obtained revenue of $187,879 from Chemical Bank and $153,123 from
First USA. During 1993 the Company obtained revenue of $287,817 from
Chemical Bank and $112,503 from Discover Card. Although the company is
affected by the well-being of its major customers, it is uncertain if the
loss of a major customer would have a material adverse effect on the
operations of the Company.
At December 31, 1995 the Company had 6 employees.
1.
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<PAGE><TABLE>
Item 2. Properties
The Company occupies 2,800 square feet in a two story building in Phoenix,
Arizona on a two year lease which commenced in September, 1994. The Company
also leases 400 square feet in Santa Anna, California and approximately
1,000 square feet in Mission, Kansas on month to month leases.
Item 3. Legal Proceedings
The company is not currently involved in any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
Prior to the third quarter of 1995 there was no established public trading
market for the Company's stock. The principal market beginning in the third
quarter 1995 is the over-the-counter market. The following bid and ask
quotation in the absence of an active public trading market noting there is
no representation of actual transaction for 1994 and quarter 1 and 2 1995
along with the high and low sales price in the over-the-counter market for
quarters 3 and 4 1995 is as follows:
<CAPTION>
1995 1994
Quarter Bid Ask Bid Ask
<S> <C> <C> <C> <C>
1st 1/4 1/2 1/4 1/2
2nd 1/4 1/2 1/4 1/2
3rd 3/8 1 1/8 1/4 1/2
4th 1/8 7/8 1/4 1/2
The approximate number of shareholders of record for the Company's stock at
December 31, 1995 was 506.
There were no dividends paid in 1995 or 1994.
</TABLE>
2.
<PAGE>
<PAGE>
<TABLE>
Item 6. Selected Financial Data
<CAPTION>
1995 1994 1993 1992 1991
Note 1 Note 1 (Unaudited)
<S> <C> <C> <C> <C> <C>
Operating revenues $379,715 $427,345 $555,788 $372,192 $609,171
Income (loss)
from continuing (163,745) ($87,599) $146,479 ($53,669) $35,570
operations
Income (loss) from
continuing opera-
tions per share:
Primary ($0.11) ($0.07) $0.11 ($0.04) $0.03
Fully Diluted ($0.11) ($0.07) $0.08 ($0.04) $0.02
At year end:
Total assets $70,575 $127,177 $110,861 $82,571 $153,883
Note 1 - Amounts have been restated due to an audit performed where as
previously submitted items were unaudited.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
1995 vs. 1994
Revenues decreased 11% in 1995 to $379,718 over the $427,345 in 1994,
as a result of the Company's customers replacing outside services with
their own staff. The Company also stopped doing higher cost lower
revenue business with smaller customers.
Operating expenses increased 5% to $473,693 over the $452,575 in 1994
largely because of costs associated with the listing of stock on a market
and the attempt to seek an infusion of capital. There were additional
computer software costs and costs with outsourcing of services.
The Company had a loss of $163,745 in 1995 compared to $87,599 in 1994
because of the lower revenues and increased costs.
</TABLE>
3.
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<PAGE>
1994 vs. 1993
Revenues decreased 23% in 1994 to $427,345 over the $555,788 in 1993,
as a result of the Company moving its operations from California to
Phoenix, Arizona. A substantial amount of time was devoted to the
move and hiring and training of new employees in the new location.
Operating expenses increased 8% to $452,575 over the $419,834 in 1993
largely because of higher than anticipated costs associated with having
two offices operating during the year. A new computer billing and
operating system was implemented in 1994 which ultimately will vastly
improve billing procedures and allow employees to perform their work
more accurately and timely.
The Company had a loss of $87,599 from operations in 1994 compared to
a profit $146,479 in 1993 because of the increased costs previously
described and an extraordinary gain in 1993 from the negotiation of a
settlement of trade accounts payable liability.
Liquidity and Financial Resources
The Company ended 1995 with anticipation for better operating results
in the future. Liquidity is needed as receivables are lower than in
1994 and overhead has not decreased.
The upgrading of equipment mainly through acquisition of software
will allow the company to operate more efficiently in the future.
Notes payable are lower in 1995 than 1994 because of payments made
to reduce debt. Accrued interest reflects amounts that shareholders'
of the Company have not been paid and management believes that with
some of the steps taken in 1995 future profitability would allow the
Company to service its debt.
Management continues to actively seek a corporate merger or a source of
infusion of capital to allow the company to expand and adequately market
its services. There are no commitments for capital expenditures.
Inflation
The impact of inflation is not material to the operations of the Company.
4.
<PAGE>
<PAGE>
Item 8. Financial Statements
Index to Financial Statements
Page
Independent Auditor's Report 6
Balance sheet - December 31, 1995 and 1994 7
Statement of Operations - Years Ended
December 31, 1995, 1994 and 1993 8
Statement of Shareholders' Deficit - Years
Ended December 31, 1995, 1994 and 1993 9
Statement of Cash Flows - Years Ended
December 31, 1995, 1994 and 1993 10
Notes to Financial Statements 11-13
5
<PAGE>
<PAGE>
Independent Auditor's Report
Board of Directors
Inter-Continental Services Corporation
We have audited the balance sheet of Inter-Continental Services Corporation
as of December 31, 1995 and 1994, and the related statements of operations,
shareholders' deficit, and cash flows for each of the three years in the
period ended December 31, 1995. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentations. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Inter-Continental Services
Corporation at December 31, 1995 and 1994 and the results of its operations
and its cash flows for each of the three years in the period of December
31, 1995, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency, which raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Our audits of the financial statements also included the schedules listed
in answer to Item 14(a)2. In our opinion, such schedules present fairly
the information required to be set forth therein.
Weaver & Martin
Certified Public Accountants & Consultants
801 West 47th St., Suite 208
Kansas City, Missouri 64112
March 17, 1996
6
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<TABLE>
Inter-Continental Services Corporation
Balance Sheet
<CAPTION>
December 31,
____1995____ ____1994____
<S> <C> <C>
Assets
Current Assets:
Cash $ 36,145 $ 35,286
Accounts receivable net of $2,500 allowance 25,045 81,852
---------- ----------
Total current assets 61,190 117,138
Fixed assets: (note 1)
Furniture and equipment 23,212 15,363
Accumulated depreciation (13,827) (9,824)
---------- ----------
9,385 5,539
---------- ----------
Other assets -- 4,500
---------- ----------
$ 70,575 $ 127,177
========== ==========
Liabilities and Shareholders' Deficit
Current Liabilities:
Notes payable to shareholders (note 3) $ 177,500 $ 207,500
Notes payable to bank (note 4) 25,000 25,000
Convertible notes payable (note 5) 248,099 270,386
Accrued interest on shareholders' notes 181,641 111,180
Accrued interest on other notes 4,500 11,901
Due to Shareholders' (note 6) 77,000 --
Accrued liabilities 4,575 10,205
---------- ----------
Total current liabilities 718,315 636,172
---------- ----------
Shareholders' deficit:
Common Stock, no par, authorized 3,000,000
shares, issued 1,760,462 shares 1,389,417 1,389,417
Contributed capital 63,400 63,400
Accumulated deficit (1,938,819) (1,775,074)
---------- ----------
(486,002) (322,257)
Less treasury stock at cost, 340,971 shares
and 420,971 shares in 1994 (161,738) (186,738)
---------- ----------
Total shareholders' equity (647,740) (508,995)
---------- ----------
$ 70,575 $ 127,177
========== ==========
See notes to financial statements.
</TABLE>
7
<PAGE>
<PAGE>
<TABLE>
Inter-Continental Services Corporation
Statements of Operations
<CAPTION>
_______Year_Ended_December_31,______
___1995___ ___1994___ ___1993___
<S> <C> <C> <C>
Operating revenues $ 379,715 $ 427,345 $ 555,788
Operating expenses 473,693 452,575 419,834
---------- ---------- ----------
Income (Loss) from operations (93,978) (25,230) 135,954
Other income (expense):
Interest expense (71,299) (63,128) (65,535)
Miscellaneous income 1,532 759 698
---------- ---------- ----------
(69,767) (62,369) (64,837)
---------- ---------- ----------
Income (loss) before tax and
extraordinary item (163,745) (87,599) 71,117
Income tax benefit (note 8) -- -- 25,000
---------- ---------- ----------
Income (loss) before extraordinary item (163,745) (87,599) 96,117
Extraordinary item - gain on
extinguishment of trade account
payable, net of tax effect of
($25,000) (note 7) -- -- 50,362
---------- ---------- ----------
Net income (loss) $ (163,745) $ (87,599) $ 146,479
========== ========== ==========
Per share of common stock (note 12):
Primary:
Income (loss) before extraordinary item $ (0.11) $ (0.07) $ 0.07
Extraordinary item -- -- 0.04
---------- ---------- ----------
Net income (loss) $ (0.11) $ (0.07) $ 0.11
========== ========== ==========
Fully diluted:
Income (loss) before extraordinary item $ (0.11) $ (0.07) $ 0.05
Extraordinary item -- -- 0.03
---------- ---------- ----------
Net income (loss) $ (0.11) $ (0.07) $ 0.08
========== ========== ==========
See notes to financial statements.
</TABLE>
8
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<PAGE>
<TABLE>
Inter-Continental Services Corporation
Statements of Shareholders' Deficit
<CAPTION>
Total
Common Paid in Accumulated Treasury Shareholders'
___Stock__ Capital __Deficit__ __Stock__ ___Deficit___
<S> <C> <C> <C> <C> <C>
January 1, 1993 $1,389,417 $63,400 ($1,883,954) ($186,738) ($567,875)
Net income -- -- 146,479 -- 146,479
---------- ------- ----------- --------- -------------
December 31, 1993 1,389,417 63,400 (1,687,475) (186,738) (421,396)
Net loss -- -- (87,599) -- (87,599)
---------- ------- ----------- --------- -------------
December 31, 1994 1,389,417 63,400 (1,775,074) (186,738) (508,995)
Reissued treasury
stock -- -- -- 25,000 25,000
Net loss -- -- (163,745) -- (163,745)
---------- ------- ----------- --------- -------------
December 31, 1995 $1,389,417 $63,400 ($1,938,819) ($161,738) ($647,740)
========== ======= =========== ========= =============
</TABLE>
See notes to financial statements.
9
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<TABLE>
Inter-Continental Services Corporation
Statements of Cash Flows
<CAPTION>
_______Year_Ended_December_31,______
___1995___ ___1994___ ___1993___
<S> <C> <C> <C>
Operating activities:
Net income (loss) $ (163,745) $ (87,599) $ 146,479
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities-
Depreciation 4,003 2,114 1,466
Reissued treasury stock 25,000 -- --
Changes in assets and liabilities-
Accounts receivables 56,807 (43,241) 15,014
Prepaid expenses -- 5,121 62
Other assets 4,500 6,469 1,791
Accrued interest 63,060 55,354 39,132
Due to Shareholders' 77,000 -- --
Accrued liabilities (5,630) 3,661 (38,663)
Accounts payable -- -- (85,362)
---------- ---------- ----------
Net cash provided by (used in)
operating activities 60,995 (58,121) 79,919
---------- ---------- ----------
Cash used in investing activities:
Additions to fixed assets (7,849) (3,567) (2,431)
---------- ---------- ----------
Cash provided by (used in) financing
activities:
Shareholders' notes payable, net (52,287) 44,900 (33,295)
---------- ---------- ----------
Net increase (decrease) in cash 859 (16,788) 44,193
Cash at beginning of year 35,286 52,074 7,881
---------- ---------- ----------
Cash at end of year $ 36,145 $ 35,286 $ 52,074
========== ========== ==========
Supplemental cash flow information:
Interest paid $ 10,700 $ 5,300 $ 26,400
Income taxes -- -- --
See notes to financial statements.
10
</TABLE>
<PAGE>
<PAGE>
Inter-Continental Services Corporation
Notes to Financial Statements
December 31, 1995
Note 1 - Significant Accounting Policies
Concentration of Credit Risk:
- -----------------------------
The Company's cash equivalents consist principally of cash and money market
accounts with high quality financial institutions. The investment policy
limits the amount of credit exposure to any one financial institution.
Substantially all of the revenues and accounts receivables are concentrated
with a few customers in the credit card industry. During 1995 the Company
obtained approximately $330,000 in revenue from two customers. During 1994
the Company obtained approximately $341,000 in revenue from two customers.
During 1993 the Company obtained approximately $400,000 in revenue from two
customers. At December 31, 1995 approximately $19,000 of accounts receivable
was from two customers. Although the company is affected by the well-being
of its major customers, management does not believe significant risk of loss
exists with respect to its financial position at December 31, 1995.
Fixed assets:
- ------------
Fixed assets are depreciated using accelerated methods over the estimated
useful lives (5-7 years) of the asset.
Reclassification:
- ----------------
Certain reclassifications have been made in the 1994 and 1993 financial
statements to conform to the classifications in the current year.
Note 2 - Continued Existence of the Company
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the company has sustained
operating losses in recent years. In addition, the Company has used
substantial amounts of working capital in its operations. Further, at
December 31, 1995, current liabilities exceed current assets by $657,125,
and total liabilities exceed total assets by $647,740.
In view of these matters, realization of a major portion of the assets in
the accompanying balance sheet is dependent upon continued operations of
the company, which in turn is dependent upon the company's ability to meet
its financing requirements, and the success of its future operations.
Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for
the company to continue as a going concern.
11
<PAGE>
<PAGE>
Notes to financial statements (cont'd)
Note 3 - Notes Payable to Shareholders'
Notes payable to shareholders consist of demand notes with interest at a
12% rate. Interest of 12% is due on unpaid interest.
Note 4 - Notes Payable to Bank
Note payable to bank consists of a loan at prime plus 2%. The bank was
taken over by the Federal Deposit Insurance Corporation and it is unknown
who currently owns the note. No interest payments have been made since the
third quarter of 1993, although interest is being accrued by the Company.
Note 5 - Convertible Notes Payable
Convertible notes payable are demand notes with interest approximating 12%
convertible into common stock at a rate of $.50 and $.625 per share
(481,084 shares). Unpaid interest is being accrued by the Company.
Note 6 - Due to Shareholders
During 1995, the Company obtained advances from shareholders who acquired
stock in the Company. There are no repayment terms associated with the
advance and no interest was accrued.
Note 7 - Extraordinary Item
In fiscal 1993 the Company settled a disputed trade payable by paying
$10,000. The balance of the payable is reported as an extraordinary gain
on extinguishment.
Note 8 - Income Taxes
The utilization of net operating loss carryforwards in 1993 resulted in a
benefit from income tax as follows:
Income before extraordinary item $24,000
Extraordinary item 25,000
-------
Total benefit from loss carryforwards $49,000
=======
The Company has net operating loss carryforwards for financial statement
purposes of approximately $852,000 expiring in 1997 through 2009.
The potential deferred tax asset resulting from the loss carryforwards
has been fully reserved with a valuation allowance equal to the benefit.
The deferred tax asset and valuation allowance are as follows:
1993 $204,000
1994 $234,000
1995 $290,000
12
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<PAGE>
Notes to financial statements (cont'd)
Note 9 - Related Party Transactions
The Company reimburses an affiliated Company and an officer for certain
overhead items. Payments for the year ended December 31, 1995, 1994 and
1993 were approximately $49,000, $23,000 and $32,000, respectively.
Note 10 - Rental Agreements
The Company leases office space under operating leases expiring in 1997
and on a monthly basis. Minimum rental payments under non-cancelable
operating leases having remaining terms in excess of 1 year at December 31,
1995 are 1996 - $40,000 and 1997 - $27,000. Rent payments for the year
ended December 31, 1995, 1994 and 1993 were approximately $54,000,
$50,500 and $42,700, respectively.
Note 11 - Stock Issued For Services
The Company issued 30,000 treasury shares for services rendered in 1995
at a valuation of $.50 per share. The Company issued 50,000 treasury shares
to an employee for services in 1995 valued at $.20 per share.
Note 12 - Earnings Per Share
Earnings per share amounts are computed based on the weighted average number
of shares actually outstanding. In 1993 this number is adjusted for the
shares that would be outstanding assuming conversion of the convertible note
payable (see note 5) which are considered to be common stock equivalents.
The number of shares used in the computation are 1,419,191 in 1995;
1,339,491 in 1994; and 1,820,585 for 1993.
Note 13 - Subsequent Event
On January 8, 1996 the Company issued 200,000 shares of common stock
resulting from the conversion of $100,000 of outstanding shareholder notes.
Had the conversion occurred on January 1, 1995 the net loss per share for
the year ended December 31, 1995 would have decreased to $.10.
13
<PAGE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
The Company engaged as their independent accountants Weaver and Martin, LLC
on March 24, 1995.
The Company's board of Directors does not have a standing audit committee.
Item 10. Directors and Executive Officers of the Registrant
(a) The Directors presently serving will hold office until the next
annual meeting and until their successors are elected and have qualified.
Directors serve one year terms.
(b) Executive officers of the Company are not elected to a specific
term of office.
Directors and Executive Officers
James F. Bell President of the Company
Age: 61
Director since: 1963
Thomas F. Fangrow President, Sunrise Drilling,
Age: 71 Louisburg, Kansas
Director since: 1958
(c) Business Experience:
Mr. Bell became President of the Company in August of 1985 after serving
as its Executive Vice President since 1982. Prior to this position, Mr. Bell
served as Senior Vice President for a period in excess of the preceding five
years. Mr. Fangrow assisted in the development of Sunrise Drilling, Inc.
during 1981 and subsequently became its owner and President. Prior to his
involvement with Sunrise Drilling, Mr. Fangrow was Vice President of the
Company for a period in excess of five years.
Item 11. Executive Compensation
No compensation was paid to any Officer or director and there wasn't any
Director's fees. No employee was paid above $100,000.
14
<PAGE>
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table shows the amount of common stock owned as of December 31,
1995 by each person known by the Company to own directly or beneficially more
than five percent (5%) of the outstanding shares of the Company's stock.
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership of Class
- ------------------------------------ -------------------- --------
Jerry Nickell
10133 Shadow Circle 39,400 2.78%
Olathe, Kansas 66061 (1)
(1) Includes 2,400 shares held by Mr. Nickell's family. Does not include
60,414 shares available from conversion of convertible note.
The following table shows the amount of common stock owned as of December 31,
1995 as well as beneficial ownership of the Common Stock by the Company's
Directors and by all Directors and Officers as a group.
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership of Class
- ------------------------------------ -------------------- --------
James F. Bell
5700 Broadmoor, Suite 712 174,674 12.31%
Mission, Kansas 66202 (1)
Thomas Fangrow
1995 West 247th Street 190,020 13.39%
Louisburg, Kansas 66053 (2)
(1) Includes 70,674 shares held by Mr. Bell's wife. Does not include 133,234
shares available from conversion of convertible note.
(2) Includes 12,000 shares held by Mr. Fangrow's wife and 33,000 shares held
by her as custodian for their child, beneficial ownership of which is
disclaimed by Mr. Fangrow. Does not include 287,400 shares available from
conversion of convertible note.
Item 13. Certain Relationships and Related Transactions
As of December 31, 1994 the Company was indebted to the following:
James F. Bell, President and Director $ 91,019
Thomas Fangrow, Director $383,563
James F. Bell and Thomas Fangrow $ 37,383
Deanna Bell, shareholder $ 41,500
The indebtedness is demand notes and convertible notes with interest at 12%.
Unpaid interest has been accrued and interest is charged on unpaid amounts at
a 12% rate.
Jerry Nickell, shareholder $ 52,819
The indebtedness is a demand convertible note plus accrued interest
convertible into common shares at a rate of $.625 per share. Interest is
approximately 12% and is earned on the indebtedness and any unpaid interest.
The Company paid a management charge in 1995 of $40,650 to an affiliate in
which James F. Bell was more than a 10% owner.
15
<PAGE>
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a)(1) The following financial statements are included in Part II Item 8:
Page
Independent Auditor's Report 6
Balance sheet - December 31, 1995 and 1994 7
Statement of Operations - Years Ended
December 31, 1995, 1994 and 1993 8
Statement of Shareholders' Deficit - Years
Ended December 31, 1995, 1994 and 1993 9
Statement of Cash Flows - Years Ended
December 31, 1995, 1994 and 1993 10
Notes to Financial Statements 11-13
(2) The following financial statement schedules should be read in
conjunction with the financial statements referred to above.
Page
Years Ended December 31, 1995, 1994, and 1993
Schedule II - Amounts Receivable from Related
Parties and Underwriters, Promoters and
Employees other than Related Parties 17
Schedule V - Property, Plant and Equipment 18
Schedule VI - Accumulated Depreciation of
Property, Plant and Equipment 18
Schedule VIII - Valuation and Qualifying Accounts 19
Schedule IX - Short-term Borrowings 20
Schedule X - Supplementary Income Statement
Information 21
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
No reports on Form 8-K have been filed by the registrant during the last
quarter of the period covered by this report.
16
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<PAGE>
<TABLE>
Inter-Continental Services Corporation
Schedule II
Amounts Receivable from Related Parties and Underwriters, Promoters, and
Employees Other than Related Parties
<CAPTION>
Balance at Balance at
Beginning Written ____End_of_Period___
of Period Additions Collected Off Current Not Current
---------- --------- --------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Year Ended
December 31, 1995
Mr. R. L. Ernst $4,500 -- $4,500 -- -- --
====== ====== ====== ====== ====== ======
Year Ended
December 31, 1994
Mr. R. L. Ernst $4,000 $4,500 $4,000 -- -- $4,500
====== ====== ====== ====== ====== ======
Year Ended
December 31, 1993
Mr. R. L. Ernst $4,000 $5,000 $5,000 -- -- $4,000
====== ====== ====== ====== ====== ======
17
</TABLE>
<PAGE>
<PAGE>
Inter-Continental Services Corporation
Schedule V
Property, Plant and Equipment
<TABLE>
<CAPTION>
Balance at Balance at
Beginning End of Period
of Period Additions Retirements Period
---------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Furniture and Equipment
Year Ended
December 31, 1995 $15,363 $7,849 -- $23,212
======= ====== ====== =======
Furniture and Equipment
Year Ended
December 31, 1994 $11,796 $3,567 -- $15,363
======= ====== ====== =======
Furniture and Equipment
Year Ended
December 31, 1993 $ 9,365 $2,431 -- $11,796
======= ====== ====== =======
Estimated lives are 5 to 7 years.
Depreciation computed on an accelerated basis.
</TABLE>
Schedule V
Accumulated Depreciation of Property, Plant and Equipment
<TABLE>
<CAPTION>
Balance at Balance at
Beginning End of Period
of Period Additions Retirements Period
---------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Furniture and Equipment
Year Ended
December 31, 1995 $ 9,824 $4,003 -- $13,827
======= ====== ====== =======
Furniture and Equipment
Year Ended
December 31, 1994 $ 7,710 $2,114 -- $ 9,824
======= ====== ====== =======
Furniture and Equipment
Year Ended
December 31, 1993 $ 6,244 $1,466 -- $ 7,710
======= ====== ====== =======
18
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Inter-Continental Services Corporation
Schedule VIII
Valuation and Qualifying Accounts
<CAPTION>
Balance at ______Charged______ Balance at
Beginning Cost & Other Other End of
Description of Period Expense Accounts Changes Period
- ----------- ---------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Allowance for
Doubtful Accounts
Year Ended
December 31, 1995 $2,500 -- -- -- $2,500
====== ====== ====== ====== ======
Year Ended
December 31, 1994 $2,500 -- -- -- $2,500
====== ====== ====== ====== ======
Year Ended
December 31, 1993 $2,500 -- -- -- $2,500
====== ====== ====== ====== ======
</TABLE>
19
<PAGE>
<PAGE>
<TABLE>
Inter-Continental Services Corporation
Schedule IX
Short-Term Borrowings
<CAPTION>
Weighted Maximum Average Weighted
Balance Average Outstanding Outstanding Average
at End Interest During During Interest Rate
Category of Period Rate Period Period During Period
- ----------- --------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Note Payable
to Bank
1995 $25,000 12.00% $25,000 $25,000 12.00%
======= ====== ======= ======= ======
1994 $25,000 12.00% $25,000 $25,000 12.00%
======= ====== ======= ======= ======
1993 $25,000 12.00% $25,000 $25,000 12.00%
======= ====== ======= ======= ======
An interest rate of 12% was assumed. The bank was assumed by the Federal
Deposit Insurance corporation in 1993, and the Company has not made any
payments since the third quarter 1993 because they have not been contacted.
Prior to 1993 interest was at prime plus 2%.
Notes Payable
to Shareholders
1995 $177,500 12.00% $207,500 $192,500 12.00%
======== ====== ======== ======== ======
1994 $207,500 12.00% $207,500 $182,500 12.00%
======== ====== ======== ======== ======
1993 $157,500 12.00% $187,500 $172,500 12.00%
======== ====== ======== ======== ======
An interest rate of 12% was assumed.
Notes are demand notes.
The average outstanding during the year represents the average quarterly
balances.
Convertible Notes
Payable to
Shareholders
1995 $248,099 12.00% $270,386 $259,243 12.00%
======== ====== ======== ======== ======
1994 $270,386 12.00% $275,486 $272,936 12.00%
======== ====== ======== ======== ======
1993 $275,486 12.00% $275,486 $277,133 12.00%
======== ====== ======== ======== ======
An interest rate of 12% was assumed.
Notes are demand notes convertible into common stock at rates of $.50 and
$.625 per share.
20
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Inter-Continental Services Corporation
Schedule X
Supplementary Income Statement Information
<CAPTION>
_______Year_Ended_December_31,______
___1995___ ___1994___ ___1993___
<S> <C> <C> <C>
Maintenance and Repairs $326 $5,204 $4,526
21
</TABLE>
<PAGE>
<PAGE>
INTER-CONTINENTAL SERVICES CORPORATION
SIGNATURES
Pursuant to the requirements of the 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.
Inter-Continental Services Corporation
DATE: March 31, 1996___
BY: James F. Bell, President
DATE: March 31, 1996___
BY: Thomas F. Fangrow, Director
22
