UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT
OF 1934 [Fee Required] For the fiscal year ended September 30, 1998.
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE
ACT OF 1934 [No Fee Required] For the transition period from Pctober 1, 1998 to
December 31, 1998.
Commission file Number 0-9940
FINGERMATRIX, INC.
(Exact name of registrant as specified in its charter)
New York 13-2854686
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification Number)
249 Saw Mill River Road, Elmsford, New York 10523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 592-5930
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Outstanding shares as of September 8, 1999
- ------------------- ------------------------------------------
Common Stock, par value 0.01 per share 20,000,000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as a specified date within the past 60 days.
As of September 8, 1999, the aggregate market value of the common
equity held by non-affiliates approximated $9 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
1
<PAGE>
Forward Looking Statements
Statements in this Form 10-K that are not descriptions of historical
facts may be forward-looking statements that are subject to risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors, including those identified in this Form
10-K and in other documents filed by the Company with the Securities and
Exchange Commission.
PART I
ITEM 1. BUSINESS
Organization and Changes in Management of the Company
Fingermatrix, Inc. (the "Company", the "Registrant" or "Fingermatrix")
was incorporated in the State of New York in May 1976. For the period from its
inception through October 1997, the Company had been in the development stage
and, accordingly, had directed its efforts and resources to product and
prototype development and production planning of electronic fingerprint
identification systems. The Company operated as a debtor in possession pursuant
to Chapter 11 of the Federal Bankruptcy Code until September 1995, at which date
a Trustee was appointed. On March 31, 1996, a Plan of Reorganization was
confirmed and, accordingly, the Company exited from protection of the Bankruptcy
Court and the Company's Management was transferred to a Board of Directors. Due
to the lack of any meaningful revenue stream and a working capital shortage, in
early 1998, the Company suspended its operations and concentrated its efforts on
raising working capital. In the interim, the landlord seized all furniture,
fixtures, inventory and equipment at the Company's premises. The Company has not
conducted any business operations since October 15, 1997, other than to search
for investment capital, a source of debt financing, an entity to purchase the
Company or a merger or joint venture partner. Such efforts were unsuccessful.
On April 28, 1999, in a share exchange with The Trinity Group, Inc.
("Trinity"), a privately held Delaware corporation, the Company acquired all of
the issued and outstanding shares, common and preferred, of SES Acquisition
Corp. in exchange for 85% of the equity and voting power of the Company
consisting of 10,571,607 shares of Common Stock and 93,654 shares of Series A
2%Voting Convertible Redeemable Preferred Stock (the "Series A Preferred Stock")
of the Company. Pursuant to the terms of the Agreement and Plan of
Reorganization, the current shareholders of the Company will retain 10% of the
ownership of the Company consisting of 9,428,393 shares of the Common Stock of
the Company and certain creditors of the Company will receive 6,346 shares of
the Series A Preferred Stock in exchange for their debt of $654,796.95, in the
aggregate. Such shares, on conversion, will equal 5% of the equity and voting
power of the Company. Subsequent to the share exchange, the Company issued 1,000
shares of Series B Preferred stock to Lewis S. Schiller, the newly appointed
Chairman of the Board and Chief Executive Officer. The Series B Preferred Stock
gives Mr. Schiller the right to elect a majority of the Company's Board of
Directors.
The Agreement and Plan of Reorganization also requires that, as soon
as practicable, the Company call and hold a Special Meeting of Stockholders to
vote upon increasing the authorized capital of the Company so as to permit the
conversion of all of the Series A Preferred Stock into Common Stock and, upon
the completion of such conversion, effecting a reverse split of the outstanding
shares of the Common Stock so that there will remain 5,000,000 shares of Common
Stock outstanding and no outstanding shares of the Series A Preferred Stock.
Trinity owns a sufficient number of shares of the Company to cause the adoption
of these proposals whether or not any other shareholder votes. The Company does
not intend to solicit proxies for such meeting. Trinity intends to acquire the
Company's furniture, fixtures and inventory, which had been seized by the
Company's landlord and contribute said assets to the Company and has provided
facilities in its offices in which the Company may conduct its business.
2
<PAGE>
SES Acquisition Corp. is the sole stockholder of Sequential Electronic
Systems, Inc. which designs and manufactures electro-optical products and
S-Tech, Inc. which designs and manufactures specialized vending machines and a
variety of avionic equipment. It also owns a 50.1% interest in FMX, Inc. which
is developing electronic fingerprint identification technology. The operations
of the Company subsequent to the stock exchange will be that of SES Acquisition
Corp.
Effective upon the closing of the share exchange the current directors
of the Registrant resigned and Messrs. Lewis S. Schiller, E. Gerald Kay and Joel
Brown were appointed to the Board of Directors of the Registrant. At such time
the officers of the Registrant also resigned and the Board of Directors
appointed Lewis S. Schiller as Chairman of the Board and Chief Executive Officer
and Chief Financial Officer, Fred Zivitofsky as President and Grace Wnuk as Vice
President and Secretary.
Business of the Company Prior to the Cessation of Operations in October 1997
Prior to the cessation of operations in October 1997, the Company was
developing various electronic fingerprint identification systems including, (1)
the Single Fingerprint Access System, a ready-to-sell single fingerprint access
system known as CHEK/ONE which allowed for the enrollment of the fingerprint(s)
of individuals, assignment of a PIN or other identifying characteristic to these
enrollees, and use of the combination of PIN and fingerprint to gain access to
certain privileges which was intended for use in commercial, industrial, and
government applications where secure control of access is required and (2) the
Forensic Quality Ten Print Scanner and Booking Station to be marketed to law
enforcement agencies. During the period from October 1995 through December 1998,
the Company had aggregate revenues of approximately $53,000, and net losses
aggregating approximately $5,201,000 during the same period. Prior to the
cessation of the Company's operations in October 1997, the Company employed 13
persons. Such employees were non unionized and were employed on an at will
basis.
ITEM 2. PROPERTIES
Until October 1997, the Company operated out of a 5,600 square foot
facility located on the first floor of a multi-story concrete and steel loft
building at 145 Palisade Street, Dobbs Ferry, New York, which it leased from an
independent third party, Commerce and Industry Associates, under a written lease
which commenced on November 15, 1993 and was to terminate on November 14, 1998.
The annual rent for the period November 15, 1996 to November 14, 1997 was
$51,885; and from November 15, 1997 until November 14, 1998, the annual rent was
to be $54,479. In the basement of the same building the Company also leased, on
a month-to-month basis from Commerce and Industry Associates, about 800 square
feet of storage space, which lease commenced on March 1, 1995. The rental for
the basement was $750 per month plus electricity. As indicated previously, in
early 1998, the landlord seized all furniture, fixtures, inventory and equipment
at the Company's premises. Trinity intends to acquire the Company's seized
property from the landlord and contribute said assets to the Company and has
provided facilities in its offices in which the Company may conduct its business
at 249 Saw Mill River Road, Elmsford, New York.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
3
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since April 19, 1995, the date that the Company's securities were
distributed pursuant to the Second Amended Plan of Reorganization dated as of
March 10, 1995, the Company's common stock has been traded on the
Over-the-Counter ("OTC") Bulletin Board under the symbol FINX. As such, the
following table sets forth the reported high and low bid prices of the common
stock for the quarters ended December 31, 1996 through September 30, 1998 and
for the three month transition period ended December 31, 1998. Such OTC bid
quotations reflect interdealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.
Three Month Transition Period Ended High Bid Low Bid
- ----------------------------------- -------- -------
December 31, 1998 $0.063 $0.02
Quarter Ending High Bid Low Bid
- -------------- -------- -------
December 31, 1997 $0.750 $0.170
March 31, 1998 $0.375 $0.190
June 30, 1998 $0.270 $0.063
September 30, 1998 $0.160 $0.040
December 31, 1996 $3.000 $1.625
March 30, 1997 $2.125 $1.3125
June 30, 1997 $2.875 $1.3125
September 30, 1997 $1.375 $0.3125
On September 8, 1999 the low and high bid price per share for the
Company's common stock was $0.48 and $0.41, respectively.
As of September 8, 1999, there were approximately 6,802 holders of
record of the Company's common stock.
No cash dividends have been paid to the holders of the Common Stock
during the three month transition period ended December 31, 1998 or the fiscal
years ended September 30, 1998, 1997 and 1996.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Three
Month
Transition
Period
Ended
December
31, Fiscal Year Ended September 30,
1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Selected Statements of Operations Data
Revenues $ -- $ -- $ 28,636 $ 24,538 $ 3,277 $ 29,764
========== ========== ========== ========== ========== ==========
Loss Before Extraordinary Item ($ 45,285) ($ 209,170) ($2,348,898) ($2,597,937) ($1,772,429) ($2,604,658)
Extraordinary Gain on Debt
Extinguishment -- -- -- -- $1,781,128 --
---------- ---------- ----------- ---------- ---------- ----------
Net Income (Loss) ($ 45,285) ($ 209,170) ($2,348,898) ($2,597,937) $ 8,699 ($2,604,658)
========== ========== ========== ========== ========== ==========
Loss per Common Share:
Loss Before Extraordinary Item -- ($0.02) ($0.26) ($0.42) ($0.93) ($2.41)
Extraordinary Gain on Debt
Extinguishment -- -- -- -- $0.93 --
---- ---- ---- ---- ---- ----
Net Income (Loss) per Common Share -- ($0.02) ($0.26) ($0.42) ($0.93) ($2.41)
==== ===== ===== ===== ===== =====
Weighted Average Number of Common
Shares 9,429,400 9,429,400 9,075,433 5,843,633 1,907,431 1,227,222
========= ========= ========= ========= ========= =========
Selected Balance Sheet Data
Working Capital (Deficiency) ($ 912,834) ($ 871,101) ($ 676,139) $ 8,109 ($ 770,388) ($4,128,894)
========= ========= ========== ========== ========= ==========
Total Assets $ 191,385 $ 195,101 $ 347,131 $ 961,964 $1,275,296 $ 199,751
========= ========= ========== ========== ========== ==========
Total Liabilities $ 912,834 $ 871,265 $ 814,125 $ 632,589 $2,431,304 $4,166,080
========= ========= ========== ========== ========== ==========
Shareholders' Equity (Deficit) ($ 721,449) ($ 676,164) ($ 466,994) $ 329,375 ($1,156,008) ($3,966,329)
========= ========= ========== ========== ========= ==========
</TABLE>
All share and per share information has been retroactively adjusted to
reflect 0.7 for 1 stock split effected April 1996.
Item 7. MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and
RESULTS of OPERATIONS
The following discussion and analysis should be read in conjunction
with the Financial Statements of the Company and notes thereto annexed hereto.
Liquidity and Capital Resources
Reference is made to "Management's Discussion and Analysis of Financial
Condition and Results of Operation-Liquidity and Capital Resources" of the 1996
Form 10-K, Part II, Item 7, as to Registrant's lack of revenues and dependence
upon the sale of its securities to fund the operations of the Registrant. Such
dependence continued through October 1997 and during the fiscal year ended
September 30, 1998 and the three month transition period ended December 31, 1998
the Registrant had no revenues. Due to the lack of any revenue stream and a
working capital shortage, in early 1998, the Company suspended its operations
and concentrated its efforts on raising working capital. In the interim, the
landlord seized all furniture, fixtures, inventory and equipment at the
Company's premises. The Company has not conducted any business operations since
October 15, 1997, other than to search for investment capital, a source of debt
financing, an entity to purchase the Company or a merger or joint venture
partner. Such efforts were unsuccessful.
5
<PAGE>
On April 28, 1999, in a share exchange with The Trinity Group, Inc.
("Trinity"), a privately held Delaware corporation, the Company acquired all of
the issued and outstanding shares, common and preferred, of SES Acquisition
Corp. in exchange for 85% of the equity and voting power of the Company
consisting of 10,571,607 shares of Common Stock and 93,654 shares of Series A 2%
Voting Convertible Redeemable Preferred Stock (the "Series A Preferred Stock")
of the Company. Pursuant to the terms of, the Agreement and Plan of
Reorganization, the current shareholders of the Company wi1l retain 10% of the
ownership of the Company consisting of 9,428,393 shares of the Common Stock of
the Company and certain creditors of the Company will receive 6,346 shares of
the Series A Preferred Stock in exchange for their debt of $654,796, in the
aggregate. Such shares, on conversion, will equal 5% of the equity and voting
power of the company. Subsequent to the share exchange, the Company issued 1,000
shares of Series B Preferred stock to Lewis S. Schiller, the newly appointed
Chairman of the Board and Chief Executive Officer. The Series B Preferred Stock
gives Mr. Schiller the right to elect a majority of the Company's Board of
Directors.
SES Acquisition Corp. is the sole stockholder of Sequentia1 Electronic
Systems, Inc. which designs and manufacturers electro-optical products and
S-Tech, Inc. which designs and manufactures specialized vending machines and a
variety of avionics equipment. It also owns a 50.1% interest in FMX, Inc. which
is developing electronic fingerprint identification technology. The operations
of the Company subsequent to the stock exchange will be that of SES Acquisition
Corp.
Results of Operations
During the thirty-six month period from October 1. 1995 to September
30, 1998, the Registrant's revenues from sales aggregated to approximately
$53,200 (inclusive of interest revenues) as contrasted to the cost and expenses
of operations during this thirty-six month period aggregating approximately
$5,209,200. Of these costs and expenses, research and development during this
thirty-six month period aggregated approximately $2,587,200; selling, general
and administrative expenses totaled approximately $2,290,000, interest and
amortization of debt cost aggregated approximately $140,100 and write down of
assets aggregated approximately $191,900 for a total of $5,207,400.
The following is an analysis of the results of operations for the last
three fiscal years ended September 30, 1998, 1997 and 1996.
For the Three Month Transition Period Ended December 31, 1998 and the Year Ended
September 30, 1998
On October 15, 1997, the Company ceased operations. During the three
month transition period ended December 31, 1998 and the fiscal year ended
September 30, 1998 the Company had no revenues and incurred selling, general and
administrative expenses of $32,349 and $158,900, respectively, and interest and
amortization of debt expense of $12,936 and $50,270, respectively.
For the Year Ended September 30, 1997
During this annual period, the Registrant had commercial sales
aggregating $24,308, principally for test orders. However, as discussed above,
the Registrant was unable to overcome its working capital shortage and make a
sustained sales effort that might have resulted in additional revenues. Research
and development costs were $1.2 million versus $1.3 million in the prior year.
These costs were necessitated by the continuing effort to refine the operation
of the Chek/One, Chek/Ten, and Booking Station versions of its products.
Selling, general and administrative expenses decreased $275,000 from $1,203,000
to $928,000, due to the down-sizing of the Company and resolution of prior
issues requiring $120,000 of professional fees in prior years. Interest costs
also decreased, as old obligations were substantially reduced in the current
year. Due to the suspension of operations, in 1997 a charge of $191,983 was
recorded to reflect a write-down of inventory and property and equipment to
their estimated market values.
6
<PAGE>
For the Year Ended September 30, 1996
During this annual period, the Registrant had no sales revenue. The
prior fiscal year, as noted below, had revenues of $268. Research and
development costs were $1,358,059 as compared to the prior fiscal year of
$751,437. These increased research and development costs were attributable to
refining the operation of the Chek/One, attempting to achieve FBI standards for
the Chek/Ten, and manufacturing proto-types for the Chek/One, Chek/Ten and the
Booking Station for "beta testing" by prospective customers. Selling, general
and administrative costs for this fiscal year were $1,203,020 as contrasted to
$701,246 in the prior fiscal year. The approximate $502,000 increase in these
costs were in part attributable to having five additional full time employees
plus five other employees who had worked for only part of the prior fiscal year.
In addition, approximately $120,000 was paid in accounting and legal fees to
enable the Registrant to update the disclosure and financial statements required
under the S12 of the Securities Exchange Act for the three prior fiscal years
and a four month stub period. The debt expense on the moneys owed to SIS Capital
Corp. pursuant to the Second Amended Plan of Reorganization of $61,396 as
compared to $62,985 in the prior year.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.
Not applicable
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data begin on page F-1 of
this Form 10-K.
Item 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of the Registrant
As more fully described in Part I., Item 1. and in the attached
financial statements, on April 28, 1999, in a share exchange, with Trinity, a
privately held Delaware corporation, the Company acquired all of the issued and
outstanding shares, common and preferred, of SES Acquisition Corp. in exchange
for 85% of the equity and voting power of the Company. Effective upon the
closing of the share exchange the current directors of the Registrant resigned
and Messrs. Lewis S. Schiller, E. Gerald Kay and Joel Brown were appointed to
the Board of Directors of the Registrant. At such time the officers of the
Registrant also resigned and the Board of Directors appointed Lewis S. Schiller
as Chairman of the Board and Chief Executive Officer and Chief Financial
Officer, Fred Zivitofsky as President and Grace Wnuk as Vice President and
Secretary. Subsequent to the share exchange, the Company issued 1,000 shares of
Series B Preferred stock to Lewis S. Schiller, the newly appointed Chairman of
the Board and Chief Executive Officer. The Series B Preferred Stock gives Mr.
Schiller the right to elect a majority of the Company's Board of Directors.
The following sets forth information concerning the directors and
executive officers of the registrant as of December 31, 1998.
Name Age Position with the Company
- ---- --- -------------------------
Thomas T. Harding 59 President, Chief Executive Officer and Director
Gordon R. Molesworth 81 Secretary, Director
Seth M. Lukash 52 Director
Fred I. Sonnenfeld 71 Director
7
<PAGE>
Thomas T. Harding, President, Chief Executive Officer and Director.
After a short period in November 1994 during which Mr. Harding was a marketing
and management consultant to the Trustee, in December 1994 the Trustee with
Bankruptcy Court approval appointed Mr. Harding as president of the Company.
From 1979 to 1994, Mr. Harding was a marketing and management consultant to
various corporate clients, among them the Company for the period from 1982 to
1990. Prior to 1979, Mr. Harding was a corporate vice-president and division
manager with Perkin-Elmer (1976-1978), and division vice president of Litton
Industries, Inc. (1972-1975). Mr. Harding holds a Bachelor of Science Degree in
Electronics from the University of Scranton and he did graduate work at George
Washington University in engineering administration.
Gordon R. Molesworth, Secretary and Director. Mr. Molesworth was one of
the leaders of the Company's Pre-Petition shareholders group and he was
instrumental in partially funding the financing of Company, both Post-Petition
and Post-Confirmation. He was appointed to the Board of Directors as a
representative for the shareholders Pre-Petition, as well as for the new
shareholders. Through his company, Molesworth Associates Inc., he also serves as
communications consultant to the Company. He is the President of Molesworth
Associates Inc., a communications and public relations consultancy located in
Green Valley, Arizona, which has been in existence since 1959. Prior to 1990,
Mr. Molesworth had been a consultant to the Company.
Seth M. Lukash, Director. He is Chairman and Chief Executive Officer of
Tridex Corporation, an electronic equipment manufacturer listed on the NASDAQ
stock market. Mr. Lukash also serves as a Director for the following
organizations Tanaka Capital Management, Inc., an investment advisory firm
located in New York, NY, and JobDirect Inc., an Internet-based recruitment
organization located in Greenwich, CT. Mr. Lukash is also the Chairman of the
Connecticut Chapter of the American Electronics Association (AEA). He also is a
Board Member of the AEA. He has had no prior connection with Company and was
chosen by reason of his success with his own company.
Fred I. Sonnenfeld, Director, is an attorney licensed to practice in
the State of New York for over forty years. He is a partner in Sonnenfeld &
Richman who are counsel to the Company. Between 1990 and January 1993, Mr.
Sonnenfeld's law firm was general counsel to the Company when his firm resigned
such position. Mr. Sonnenfeld was one of three members of the committee for
general unsecured creditors.
All of the four directors of the Company as of December 31, 1998 were
appointed as directors pursuant to the Bankruptcy Plan at its effective date of
April 17 and were re-elected at the annual meeting of the Company on August 6,
1996. As of December 31, 1998 the only executive officers of the Company were
Thomas T. Harding, President and Gordon R. Molesworth, Secretary. Mr. Harding
also performed the functions of Treasurer, as required. While Mr. Molesworth's
company, Molesworth Associates, Inc., received compensation as a consultant to
the Company, only Mr. Harding is an employee of the Company. The non-employee
directors each received options under a Director Stock Option Plan to purchase
75,000 shares of Common Stock at an exercise price of $2.375 per share, the
market price on July 21, 1995, the date of the grant of the option. While the
options granted to each non-employee director was 75,000 shares, only 37,500
shares were exercisable during the first year following the grant and
thereafter, on each of the anniversary date of the grant options to purchase
12,500 shares became exercisable, provided the non-employee director was still a
director of the Company. Upon their resignations in 1999, all of the directors
options expired.
8
<PAGE>
Lewis Schiller was appointed as a director pursuant to the Bankruptcy
Plan at its effective date of April 17, 1995 and was re-elected at the annual
meeting of the Company on August 6, 1996. However, on October 21, 1996, Lewis
Schiller resigned as a director of Company because of the pressure of other
corporate business than that of the Company. The vacancy created by Mr.
Schiller's resignation was not filled.
Executive officers of the Company serve at the pleasure of the
Company's Board of Directors, or until the next annual meeting of the Board of
Directors and until their respective successors have been elected and qualify.
Directors serve until the next annual meeting of shareholders and until their
respective successors have been elected and qualify.
Item 11. Executive Compensation
Set forth below is information concerning the Company's Chief Executive Officer
and other executive officers who received or accrued compensation from the
Company in excess of $100,000 (on an annualized basis) during the three month
transition period ended December 31, 1998 and the fiscal years ended September
30, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
Long-term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities Long-term
Annual Restricted Underlying Incentive All Other
Compen- Stock Options/ Plan Compen-
Name and Principal Position Salary Bonus sation Awards SARs Payments sation
- --------------------------- ------ ----- ------ ------ ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas T. Harding
(Chief Executive Officer)
Three Month Transition Period
Ended December 31, 1998 -- -- -- -- -- -- --
Year ended September 30, 1998 -- -- -- -- -- -- --
Year ended September 30, 1997 $111,336 -- -- -- -- -- --
Year ended September 30, 1996 $140,000 (2)-- -- (2)-- -- -- --
Gordon R. Molesworth
(Treasurer)
Three Month Transition Period
Ended December 31, 1998 -- -- -- -- -- -- --
Year ended September 30, 1998 -- -- -- -- -- -- --
Year ended September 30, 1997 -- -- -- -- -- -- --
Year ended September 30, 1996 (3)-- -- -- -- (4)-- -- --
</TABLE>
(1) The Company ceased operations on October 15, 1997 and no salaries were paid
for the three month transition period ended December 31, 1998 and the year ended
September 30, 1998.
(2) Pursuant to the Bankruptcy Plan, in January 1996 Mr. Harding received
115,000 shares of the Company's common stock for his worked performed during the
bankruptcy proceedings.
(3) Pursuant to a written agreement with the Company made in April 1995, Mr.
Molesworth's company, Molesworth Associates, Inc. was paid $4,000 per month plus
expenses for consulting and public relations services it rendered to the
Company.
9
<PAGE>
(4) Under the Bankruptcy Plan, Mr. Molesworth received 250,000 A-Warrants and
150,000 C-Warrants for his services in reorganizing the Company and arranging
for financing of the Company. He exercised 50,000 A-Warrants and 50,000
C-Warrants to receive 100,000 shares of Common Stock, which Mr. Molesworth gave
to his children.
Mr. Harding and the Company entered into an employment agreement which
commenced on the confirmation of the Bankruptcy Plan (April 17, 1995). The
employment agreement was automatically renewed on April 17, 1996 for one year
and expired during April 1996. Subsequent to the agreement's expiration, the
Company extended the agreement on a month to month basis. His annual salary
under the employment agreement was $140,000. As additional compensation to Mr.
Harding, the employment agreement provided that he was to receive, and he did
receive on January 5, 1996, without any payment on his part, 115,000 shares of
the Common Stock, having a bid price of $1.875 per share. He also obtained an
option to purchase 237,500 shares of the Common Stock at an exercise price equal
to the "bid" price at the close of business on July 21, 1995 ($2 3/8 per share)
in accordance with the Employee Stock Option Plan and which would expire July
21, 2005. The stock and the options were in discharge of options contemplated to
be granted under the Bankruptcy Plan to Mr. Harding. Mr. Harding was reimbursed
for all reasonable and necessary expenses which he incurred in the performance
of his duties. The Company paid him in July 1995, the sum of $7,000 for
relocating himself and his family to the New York City area. Apart from the
right to participate as an employee in whatever employee benefit plans the
Company shall afford to its employees, Mr. Harding received no other benefits
and compensation other than those set forth above.
During the fiscal year ended September 30, 1996 Mr. Sonnenfeld's law
firm received from the Company $91,125 in fees and was reimbursed by the Company
$2,465.75 for disbursements.
Employee Stock Option Plan
The Bankruptcy Plan provided for reservation of 225,000 shares of
Common Stock to be issued under an Employee Stock Option Plan ("ESOP") to be
adopted by the Board of Directors. Such an ESOP was adopted by the Board of
Directors on July 21, 1995, except that the Directors increased the number of
shares to 350,000. The ESOP was approved by the shareholders of the Company on
August 6, 1996; the shareholders also ratified the options granted to employees
prior to August 6, 1996. The ESOP provides for the granting of incentive stock
options ("ISO"), non-qualified stock options, or both, which shall be determined
by a Compensation Committee made up of non-employee members of the Company's
Board of Directors. The prices of the options are to be determined by the
Compensation Committee within certain guidelines, namely, for non-qualified
stock options, the price per share may not be less than 85% of the "fair market
value" on the date of the grant of the option and for ISOs, the price per share
may not be less than 100% of the fair market value of a share on date of grant
(and not less than 110% of the fair market value of a share for an employee who
owns more than ten percent of the outstanding securities of the Company. The
ESOP determines the fair market value of a Company's share by anyone of the
following which are applicable: (i) the closing price on date of the grant as
reported on a national securities exchange; (ii) the closing price on the date
of the grant as reported by the National Association of Securities Dealers
Automatic Quotation System; (iii) the average of the closing bid and asked
prices on the date of the grant as reported in the over-the-counter market; and
(iv) and if none of the foregoing are extant, then by determination of the
Compensation Committee.
10
<PAGE>
As of December 31, 1998, the following ESOP options have been granted
to officers and employees of the Company:
<TABLE>
<CAPTION>
Number of
Shares Option Grant Expiration
Name or Group Granted Price Date Date
- ------------- ------- ----- ---- ----
<S> <C> <C> <C> <C>
Thomas T. Harding 237,500 $2.375 July 25, 1995 July 21, 2005
All Employees (19 in Number) 308,000 (1) (2) July 21, 2005
</TABLE>
(1) Varying prices from a low of $1.75 to a high of $2.375.
(2) Varying dates between July 25, 1995 through April 30, 1996.
Options may be granted up to ten years from July 21, 1995, when the
ESOP itself expires.
Non-Employee Directors' Stock Option Plan
The Bankruptcy Plan provided for 125,000 A-Warrants to be issued to
each of the non-employee directors. In July 1995, the directors of Registrant
waived their rights to the A-Warrants and in lieu thereof adopted a Director
Stock Option Plan ("DSOP"). At the annual shareholders' meeting held on August
6, 1996, the shareholders approved the DSOP as well as the options that had been
granted thereunder to non-employee directors. The maximum number of shares of
the Common Stock which shall be reserved for the DSOP options is 500,000 shares.
The options under DSOP are effective for ten years from DSOP's effective date,
July 21, 1995. Accordingly all DSOP options expire on July 21, 2005. DSOP is not
an incentive stock option plan. As of December 31, 1998, there were three
non-employee directors, namely, Messrs. Molesworth, Lukash, and Sonnenfeld who
each have options to purchase 75,000 shares of Common Stock at the fair market
value of the Common Stock as of July 21, 1995, which was $2.375 per share. Of
the options to purchase 75,000 shares of Common Stock, only options to purchase
37,500 shares of Common Stock were exercisable during the first year of the
grant. On each anniversary date after the grant, options to purchase 12,500
shares of Common Stock become exercisable, up to a total of 37,500 shares,
provided the non-employee director is still a director on the Company's Board of
Directors on each anniversary date. Accordingly, as of December 31, 1998, each
of the non-employee directors have options to purchase 62,500 shares of Common
Stock. Any new directors appointed or elected after the effective date are
awarded option to purchase 25,000 shares of Common Stock at the fair market
value of a share on the date of appointment or election. On each anniversary of
the effective date the non-employee directors, if they are still in office shall
be entitled to an option to purchase an additional 12,500 shares at the fair
market value per share on such anniversary. Fair market value is determined in
the same manner as the ESOP, except that if there is no market for the shares,
then the Board of Directors in their discretion determine the price. Upon their
resignations in 1999, all of the directors' options expired.
Options to purchase 50,000 shares, granted to Lewis Schiller, were
vitiated upon his resignation on October 21, 1996.
401-K Plan
Effective January 1, 1990, the Company established a 401(K) defined
contribution and trust plan which covers substantially all officers and
employees upon completion of six months employment. Officers and employees may
contribute from 1% to 15% of their compensation. The Company may contribute to
the fund at the discretion of management. During the three month transition
period ended December 31, 1998 and the three years ended September 30, 1998 the
Company did not make a contribution. The Company has elected to pay the plan
administrative expenses, which were nominal, for this period.
11
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Non-Management Persons Having More Than A 5% Interest In Registrant's Securities
The following table sets forth information as of December 31, 1998 with
respect to those persons who are not part of the Registrant's Management known
to the Registrant to be the beneficial owner of more than five percent (5%) of
Registrant's one class of voting securities, common stock ($.01 par value): Name
and Address of Beneficial Owner Number of Percent of Class
Number of Percent of
Name and Address of Beneficial Owner Shares Held Class
- ------------------------------------ ----------- -----
PT. Dolak Permi (b) 1,500,000 16%
Tampa Firemen's Fund 540,120 6%
Management Security Ownership
The following table sets forth information as of December 31, 1998 with
respect to the beneficial holdings of Management with respect to the Common
Stock and other options held:
Number of
Shares
Assuming the
Number of Exercise of Percent of
Name Shares All Options Class
- ---- ------ ----------- -----
Thomas T. Harding (a) (b) 116,237 353,737 3.75%
Gordon R. Molesworth (c) 48,491 451,203 4.79%
Seth Lukash (d) -- 75,000 *
Fred I. Sonnenfeld (e) 14,500 89,500 1.00%
* - Less than 1 %.
(a) Mr. Harding received 237,500 options to purchase 237,500 shares of
the Company's New Common stock pursuant to his employment agreement and a stock
option agreement. The option expires on July 25, 2005.
(b) 200,000 of Mr. Harding's shares were pledged to PT Dolak, however,
as of the date of this report, such pledge has not been consummated.
(c) Mr. Molesworth received the following options and warrants:
1. 250,000 A-Warrants issued pursuant to the Plan exercisable at $1 per
share expiring July 17, 2000 to purchase 250,000 shares;
2. 27,712 B-Warrants issued pursuant to the Plan exercisable at $2 per
share expiring July 17, 2000 to purchase 27,712 shares;
3. 150,000 C-Warrants issued pursuant to the Plan exercisable at $.01 per
share expiring April 17, 2000 to purchase 150,000 shares; and,
4. 75,000 share option granted pursuant to Directors Stock Option Plan
("DSOP") at $2.375 per share; only 62,500 shares were exercisable at
September 30, 1998. Such options expired upon the director's
resignation.
12
<PAGE>
(d) Mr. Lukash received an option to purchase 75,000 shares of New Common
Stock pursuant to the Directors Stock Option Plan, of which only 62,500
shares were exercisable at December 31, 1998. Such options expired upon
the director's resignation.
(e) Mr. Sonnenfeld acquired his shares of the Common Stock as a general
unsecured creditor under the Plan. In addition, as a director he
received an option to purchase 75,000 shares of New Common Stock in
accordance with the Directors Stock Option Plan upon approval by
shareholders, of which only 62,500 shares were exercisable. at December
31, 1998. Such options expired upon the director's resignation.
Item 13. Certain Relationships and Related Transactions
SIS Capital Corp. and Shareholder Alliance
Pursuant to the Bankruptcy Plan, the Company owed SIS Capital Corp., a
company for which Lewis S. Schiller was CEO and President, a principal sum of
$1,067,000. As of September 30, 1997, there was owed $217,000 plus interest
currently at 8% per annum. During April of 1998, Mr. Schiller negotiated a
settlement whereby the Company was no longer required to repay said sum of
$217,000.
Sale of Common Shares to PT Dolok Permai
Unable to raise the capital financing contemplated under the Bankruptcy
Plan from the Equity Lenders, the Company, on or about August 30, 1995, entered
into a private placement agreement with PT. Dolak Permei (also known as P.T.
Dolok Permai) ("Dolak"), an Indonesian company, totally independent of the
Company, whereby the Company would sell 2,000,000 shares of Common Stock at a
price of $1.00 per share for an aggregate price of $2,000,000. $1,000,000 of the
$2,000,000 purchase price was paid in September, 1995, and thereafter the
balance was to be paid in monthly installments of $100,000, commencing January
1, 1996. By March 1996, Dolak had purchased 1,100,000 shares for $1,100,000, at
which time Dolak requested a deferral of the remaining purchases until June 1,
1996 when monthly purchases of 100,000 shares at $1 per share resumed. By
December 2, 1996, Dolak had purchased the entire 2,000,000 shares of Common
Stock for an aggregate price of $2,000,000. The shares issued to Dolak were sold
in accordance with Regulation S promulgated under the Securities Act with a
restriction barring sale one year from issue of each purchase of shares.
In the Stock Purchase Agreement, Dolak represented to the Company that
it was purchasing the shares for its own account or as fiduciary for one or more
trusts, and that Dolak and each of the trusts are accredited investors within
the meaning of Rule 501(a) of Regulation D promulgated under the Act.
In October 1996, Dolak sold or transferred 500,000 shares of Common
Stock to approximately fifty entities, and by the addresses listed for these
entities and according to the representation of Dolak, each entity is a
"non-U.S. persons" as that term is defined in Rule 902 (i) of Regulation S
promulgated under the Securities Act of 1933, as amended.
13
<PAGE>
Sale of Common Shares to Tampa Fund
In May 1996, the Fireman's and Policeman's Pension Fund of Tampa
Florida ("Tampa Fund") authorized the conversion of the Promissory Note in the
sum of $250,000 into 250,000 restricted shares of Common Stock. The Promissory
Note was originally issued in November 1994 in exchange for a loan of $250,000
to the Company after approval by the United States Bankruptcy Court. Under the
original conversion terms, the loan was to be converted into two and one-half(2
1/2%) percent of the equity at confirmation date which would have entitled the
Tampa Fund to 75,000 shares of the Common Stock, or a price of over $3.00 per
share. In order to have the conversion price be closer to market and to
recognize the aid given by the Tampa Fund to the Company during the bankruptcy
proceeding, the Board of Trustees amended the conversion right to $1.00 per
share.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
1. Financial Statements
F-1 Report of Farber, Blicht & Eyerman, LLP Independent Certified
Accountants
F-2 & F-3 Balance Sheets as of September 30, 1998 and 1997
F-4 & F-5 Statements of Operations for the Fiscal Years Ended
September 30, 1998, 1997 and 1996
F-6 - F-19 Statements of Stockholders' Equity (Deficiency) for the Fiscal
Years Ended September 30, 1998, 1997 and 1996
F-20 - F-21 Statements of Cash Flows for the Fiscal Years Ended
September 31, 1998, 1997 and 1996
F-22 - F-23 Consolidated Statement of Changes in Financial Position
F-24 - F-40 Notes to Consolidated Financial Statements
F-41 Consent of Independent Auditors
2. Financial Statement Schedules
None
3. Reports on Form 8-K
None
4. Exhibits
1 Certificate of Incorporation(1)
3.2 By-laws(1)
23 Consent of Independent Auditors
27 Financial Data Schedule.(2)
- -------
(1) Filed as an exhibit to the Company's prior annual reports on Form 10-K and
incorporated herein by reference. 2 Filed only to the SEC in electronic format.
14
<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.
FINGERMATRIX, INC.
Date: September 9, 1999 /s/________________________________
Lewis S. Schiller
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following personal on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ---- ----
/s/________________ Chief Executive Officer and September 9, 1999
Lewis S. Schiller Chairman of the Board
(Principal Executive and
Accounting Officer)
/s/________________ President September 9, 1999
Fred Zivitofosky
/s/________________ Secretary and Vice-President September 9, 1999
Grazyana B. Wnuk
/s/________________ Director September 9, 1999
Gerald Kay
15
<PAGE>
FINGERMATRIX, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998,
SEPTEMBER 30, 1998, 1997 AND 1996
16
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Page Number
-----------
Auditor's Report F-1
Balance Sheets F-2 - F-3
Statements of Operations F-4 - F-5
Statements of Stockholders' Equity (Deficiency in assets) F-6 - F-19
Statements of Cash Flows F-20 - F-21
Consolidated Statement of Changes in Financial Position F-22 - F-23
Notes to Financial Statements F-24 - F-40
17
<PAGE>
FARBER, BLICHT & EYERMAN, LLP
- --------------------------------------------------------------------------------
Certified Public Accountants
255 Executive Drive, Suite 215 Telephone: (516) 576-7040
Plainview, NY 11803-1715 Facsimile: (516) 576-1232
To the Board of Directors
and Stockholders of
Fingermatrix, Inc.
Dobbs Ferry, NY
We have audited the accompanying balance sheets of Fingermatrix, Inc. (a
development stage company) as of December 31, 1998, September 30, 1998 and
1997, and the related statements of operations, stockholders' equity
(deficiency in assets), and cash flows for the three months ended December 31,
1998 and each of the three years ended September 30, 1998. 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 audits 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Fingermatrix, Inc.
as of December 31, 1998, September 30, 1998 and 1997, and the results of
operations and its cash flows for the three months ended December 31, 1998 and
each of the three years ended September 30, 1998 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 Notes 1a and 2 to
the financial statements, the Company is a development stage company that
emerged from bankruptcy in April, 1995, generated no significant revenues in
1998, 1997 and 1996, and has limited working capital at December 31, 1998. In
1997, the Company suspended its operations and in April, 1999, its net tangible
assets were acquired for $90,000 pursuant to a plan of reorganization and
recapitalization, which included the acquisition of a controlling interest by
another corporation. The operations of the Company subsequent to the change in
control will be that of the acquiring corporation. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements include a valuation adjustment for inventory and
property and equipment as a result of these circumstances.
FARBER, BLICHT & EYERMAN, LLP
Plainview, New York
August 13, 1999
F-1
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
December 31, September 30,
------------ -------------
1998 1998 1997
---- ---- ----
Current assets:
Cash and cash equivalents $ - $ 164 $ 34,566
Prepaid insurance - - 100,241
Other current assets - - 3,179
--------- -------- --------
Total current assets - 164 137,986
--------- -------- --------
Property, plant and equipment -
at net realizable value: 90,000 90,000 90,000
--------- -------- --------
Other assets:
Patents 241,533 241,533 241,533
Less accumulated amortization 140,148 136,596 122,388
--------- -------- --------
101,385 104,937 119,145
--------- -------- --------
Total assets $ 191,385 $195,101 $347,131
========= ======== ========
See notes to financial statements.
F-2
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1998 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current liabilities:
Accounts payable - trade $ 274,166 $ 260,533 $ 194,983
Accrued expenses 113,668 85,732 119,142
Notes payable 525,000 525,000 500,000
------------ ------------ ------------
Total current liabilities 912,834 871,265 814,125
------------ ------------ ------------
Comments, commitments and contingencies
Stockholders' equity
(deficiency in assets):
Common stock - $.01 par value:
20,000,000 shares authorized;
9,429,400 shares issued and
outstanding 94,294 94,294 94,294
Additional paid in capital 61,993,172 61,993,172 61,993,172
Deficit accumulated during
the development stage (62,808,915) (62,763,630) (62,554,460)
------------ ------------ ------------
Stockholders' equity (deficiency
in assets) (721,449) (676,164) (466,994)
------------ ------------- -------------
Total liabilities and stockholders'
equity (deficiency in assets) $ 191,385 $ 195,101 $ 347,131
============ ============ ============
</TABLE>
See notes to financial statements.
F-3
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months
ended From Inception
December 31, Years ended September 30, (May 1976) to
------------ ------------------------- December 31,
1998 1998 1997 1996 1998 (*)
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales and service contracts $ - $ - $ 24,308 $ - $ 3,457,058
Interest income - - 4,328 24,538 2,821,481
----------- ----------- ----------- ----------- ------------
Total - - 28,636 24,538 6,278,539
----------- ----------- ----------- ----------- ------------
Costs and Expenses:
Cost of sales - - - - 2,008,190
Write down of assets - - 191,983 - 2,342,286
Research and development - - 1,229,143 1,358,059 22,946,454
Selling, general and
administrative 32,349 158,900 928,032 1,203,020 34,760,335
Bankruptcy administration costs - - - - 714,092
Interest and amortization
of debt expense 12,936 50,270 28,376 61,396 760,743
Amortization of deferred
compensation - stock options - - - - 4,808,788
Loss from investment in
Unimark Credit Systems, Inc. - - - - 1,145,768
Liquidation damages - - - - 702,118
----------- ----------- ----------- ----------- ----------
Total costs and expenses 45,285 209,170 2,377,475 2,622,475 70,188,774
----------- ----------- ----------- ----------- ----------
Loss before extraordinary item (45,285) (209,170) (2,348,898) (2,597,937) (63,910,235)
Extraordinary credit - gain on
debt restructuring - - - - 1,781,128
----------- ----------- ----------- ----------- ------------
Net income (loss) $ (45,285) $ (209,170) $(2,348,898) $(2,597,937) $(62,129,107)
=========== =========== =========== ============ =============
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-4
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Three Months
ended
December 31, Years ended September 30,
------------ -------------------------
1998 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Loss per common share (*):
Before extraordinary credit $ - $ (.02) $ (.26) $ (.42)
Extraordinary credit - - - -
--------- --------- --------- ---------
Loss per common share $ - $ (.02) $ (.26) $ (.42)
========= ========= ========= =========
Weighted average number
of shares outstanding (*) 9,429,400 9,429,400 9,075,433 5,843,633
========= ========= ========= =========
(*) Retroactively adjusted to reflect reverse .07 for 1 stock split effected in
April, 1996, concurrent with bankruptcy plan confirmation.
</TABLE>
See notes to financial statements.
F-5
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
----------------------------------- Additional During the
Price Par Value Paid in Development
Shares Per Share Total Capital Stage Total
------ --------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance (at inception)
Common stock issued for cash 564,458 $ .20 to $ 11,289 $ 190,998 $ - $ 202,287
2.00
Common stock issued for assets 691,500 .17 13,830 103,206 - 117,036
Net loss for the year - - - - (274,349) (274,349)
--------- -------- -------- ---------- ----------- -----------
Balance at May 31, 1977(*) 1,255,958 - 25,119 294,204 (274,349) 44,974
Common stock issued upon
conversation of debt 222,250 2.00 4,445 440,055 - 444,500
Net loss for the year - - - - (230,254) (230,254)
--------- -------- -------- ---------- ----------- -----------
Balance at May 31, 1978(*) 1,478,208 - 29,564 734,259 (504,603) 259,220
Common stock issued for cash 170,000 2.00 3,400 336,600 - 340,000
Common stock issued for services 31,250 2.00 625 61,875 - 62,500
Net loss for the year - - - - (967,640) 967,640)
--------- -------- -------- ---------- ----------- -----------
Balance at May 31, 1979(*) 1,679,458 2.00 33,589 1,132,734 (1,472,243) 305,920)
Common stock issued for
liquidation damages 32,964 2.00 659 65,269 - 65,928
Common stock issued for services 51,250 2.00 1,025 101,475 - 102,500
Common stock issued to
noteholder for waiving
default on note 2,825 2.00 57 5,593 - 5,650
Common stock issued in payment
of old debt 1,000 2.00 20 1,980 - 2,000
Common stock issued upon
conversion of debt 88,393 2.83 1,769 248,231 - 250,000
Net loss for the year - - - - (1,221,278) (1,221,278)
--------- -------- ---------- ----------- -----------
Balance at May 31, 1980(*) 1,855,890 - $ 37,119 $1,555,282 $(2,693,521) $(1,101,120)
--------- -------- ---------- ----------- -----------
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-6
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
----------------------------------- Additional During the
Price Par Value Paid in Development
Shares Per Share Total Capital Stage Total
------ --------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1098 (*) 1,855,890 - $ 37,119 $1,555,282 $(2,693,521) $(1,101,120)
Common stock issued in public
offering 500,000 $ 4.00 10,000 1,990,000 - 2,000,000
Common stock issued upon
exercise of warrants 339,353 3.00 6,787 1,011,272 - 1,018,059
Common stock issued upon
recapitalization of debt 594,275 2.21 to 11,885 613,683 - 625,568
3.00
Common stock issued for services 18,000 2.00 360 35,640 - 36,000
Common stock and warrants issued
under settlement of lawsuit 26,875 8.00 538 424,462 - 425,000
Net loss for the year - - - - (1,614,141) (1,614,141)
--------- -------- -------- ---------- ----------- -----------
Balance at May 31, 1981(*) 3,334,393 - 66,689 5,630,339 (4,307,662) 1,389,366
Common stock issued upon
exercise of warrants 430,201 2.00 to 8,605 1,231,394 - 1,239,999
4.00
Warrants issued for services at
an exercise price less than
market value - - - 50,000 - 50,000
Common stock issued for services 14,500 3.05 to 288 55,339 - 55,627
4.42
Common stock issued under
settlement of lawsuit 16,241 - 325 (325) - -
Net loss for the year - - - - (1,588,610) (1,588,610)
--------- -------- ---------- ----------- -----------
Balance at May 31, 1982(*) 3,795,335 - $ 75,907 $6,966,747 $(5,896,272) $ 1,146,382
--------- -------- ---------- ----------- -----------
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-7
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
Convertible ----------------------------------- Additional During the
Preferred Price Par Value Paid in Development
Stock Shares Per Share Total Capital Stage Total
----- ------ --------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31,
1982(*) $ - 3,795,335 - $ 75,907 $ 6,966,747 $(5,896,272) $1,146,382
Preferred stock and
warrants issued in
a public offering 6,600 - - - 5,464,995 - 5,471,595
Common stock issued
upon exercise of
stock appreciation
rights - 28,974 - 579 337,547 - 338,126
Common stock issued
upon exercise of
warrants - 549,126 $2.00 to 10,982 1,705,279 - 1,716,261
4.80
Common stock issued
upon conversion of
preferred stock (4,171) 834,100 - 16,682 (12,511) - -
Warrants issued to an
employee at an
exercise price less
than market value - - - - 5,000 - 5,000
Common stock issued in
payment of debt - 74,837 3.87 1,497 289,647 - 291,144
Warrants issued in
payment of debt - - - - 121,184 - 121,184
Net loss for the year - - - - - (2,899,728) (2,899,728)
-------- --------- --------- ----------- ----------- ----------
Balance at May 31, 1983(*) $ 2,429 5,282,372 $ 105,647 $14,877,888 $(8,796,000) $6,189,964
-------- --------- --------- ----------- ----------- ----------
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-8
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
Convertible ----------------------------------- Additional During the
Preferred Price Par Value Paid in Development
Stock Shares Per Share Total Capital Stage Total
----- ------ --------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1983(*) $ 2,429 5,282,372 $ 105,647 $14,877,888 $(8,796,000) $6,189,964
Convertible preferred stock
issued upon exercise of
warrants 233 - - - 278,768 - 279,001
Common stock issued upon
exercise of warrants - 154,531 $2.00 to 3,091 516,899 - 519,990
5.00
Common stock issued upon
conversion of preferred
stock (627) 125,394 - 2,508 (1,881) - -
Warrants issued for cash - - - - 5,000 5,000
Compensation expense
relating to stock
appreciation rights - - - - 355,500 - 355,500
Preferred cash dividends
paid $1.00 per share - - - - (224,747) - (224,747)
Net loss for the year - - - - - (4,002,829) (4,002,829)
-------- -------- --------- ----------- ------------ ------------
Balance at May 31, 1984(*) 2,035 5,562,297 111,246 15,807,427 (12,798,829) 3,121,879
Convertible preferred stock
issued upon exercise of
warrants 193 - - - 229,307 - 229,500
Common stock issued upon
exercise of warrants - 44,437 2.75 to 889 244,238 - 245,127
5.00
Common stock issued upon con-
version of preferred stock (758) 151,546 - 3,031 (2,273) - -
Warrants issued for cash - - - - 12,000 - 12,000
Compensation expense
relating to waiver of
stock appreciation rights - - - - 230,675 - 230,675
Common stock issued in
private offering - 383,164 - 7,663 1,727,709 - 1,735,372
Net loss for the year - - - - - (3,380,834) (3,380,834)
-------- --------- --------- ----------- ------------ -----------
Balance at May 31, 1985(*) $ 1,470 6,141,444 $ 122,829 $18,249,083 $(16,179,663) $ 2,193,719
-------- --------- --------- ----------- ------------- -----------
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-9
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -----------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1985(*) $ 1,470 6,141,444 $ - $ 122,829
Common stock issued upon conversion
of preferred stock (97) 19,308 - 386
Common stock issued upon exercise of
warrants - 473,541 .75 to 9,471
7.00
Common stock issued in private offering - 855,600 5.00 to 17,112
6.00
Common stock issued in payment of debt - 43,228 6.76 865
Issuance of stock options for 300,000
shares - - - -
Amortization of deferred compensation
stock options - - - -
Net loss for the year - - - -
------- --------- -------- ---------
Balance at May 31, 1986 (*) 1,373 7,533,121 - 150,663
Common stock issued upon conversion
of preferred stock (250) 50,128 - 1,002
Common stock issued upon exercise of
warrants - 283,097 4.25 to 5,662
6.75
Common stock issued upon exercise of
stock options - 3,000 6.00 60
Common stock issued in payment of debt - 86,116 3.00 to 1,722
5.25
Amortization of deferred compensation
- stock options - - - -
Net loss for the year - - -
------- --------- ---------
Balance at May 31, 1987 (*) $ 1,123 7,955,462 $ 159,109
------- --------- ---------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1985(*) $18,249,083 $(16,179,663) $ - $ 2,193,719
Common stock issued upon conversion
of preferred stock (289) - - -
Common stock issued upon exercise of
warrants 1,789,543 - - 1,799,014
Common stock issued in private offering 3,974,553 - - 3,991,665
Common stock issued in payment of debt 290,923 - - 291,788
Issuance of stock options for 300,000
shares 1,912,500 - (1,912,500) -
Amortization of deferred compensation
stock options - - 63,750 63,750
Net loss for the year - (3,223,374) - (3,223,374)
----------- ------------ ----------- ----------
Balance at May 31, 1986 (*) 26,216,313 (19,403,037) (1,848,750) 5,116,562
Common stock issued upon conversion
of preferred stock (752) - - -
Common stock issued upon exercise of
warrants 1,197,060 - - 1,202,722
Common stock issued upon exercise of
stock options 17,940 - - 18,000
Common stock issued in payment of debt 181,505 - - 183,227
Amortization of deferred compensation
- stock options - - 382,500 382,500
Net loss for the year - (4,340,962) - (4,340,962)
----------- ------------ ----------- ----------
Balance at May 31, 1987 (*) $27,612,066 $(23,743,999) $(1,466,250) $2,562,049
----------- ------------ ----------- ----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-10
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1987(*) $ 1,123 7,955,462 $ - $ 159,109
Common stock issued upon
conversation of rights - 2,649,681 $5.00 52,994
Common stock issued upon
exercise of warrants - 450,164 4.64 9,003
Common stock issued upon conversation
of preferred stock (64) 12,776 - 256
Issuance of warrants for 893,000
shares (net of retirement of
warrants and options for 446,500
shares) - - - -
Amortization of deferred
compensation - stock options - - - -
Net loss for the year - - -
------- ---------- ---------
Balance at May 31, 1988 (*) 1,059 11,068,083 221,362
Amortization of deferred
compensation - stock options - - - -
Net loss for the year - - -
------- ---------- ----------
Balance at May 31, 1989 (*) $ 1,059 11,068,083 $ 221,362
------- ---------- ----------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1987(*) $27,612,066 $(23,743,999) $(1,466,250) $ 2,562,049
Common stock issued upon
conversation of rights 11,876,291 - - 11,929,285
Common stock issued upon
exercise of warrants 2,014,610 - - 2,023,613
Common stock issued upon conversation
of preferred stock (192) - - -
Issuance of warrants for 893,000
shares (net of retirement of
warrants and options for 446,500
shares) 1,724,062 - (1,262,712) 461,350
Amortization of deferred
compensation - stock options - - 439,336 439,336
Net loss for the year - (5,786,170) - (5,786,170)
------------- ------------ ----------- -----------
Balance at May 31, 1988 (*) 43,226,837 (29,530,169) (2,289,626) 11,629,463
Amortization of deferred
compensation - stock options - - 801,997 801,997
Net loss for the year - (6,004,883) - (6,004,883)
----------- ------------ ----------- -----------
Balance at May 31, 1989 (*) $43,226,837 $(35,535,052) $(1,487,629) $ 6,426,577
----------- ------------ ----------- -----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-11
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1989(*) $ 1,059 11,068,083 $ - $221,362
Common stock issued upon exercise
of employee incentive stock options - 8,300 1.25 166
Common stock issued upon exercise
of warrants - 200,000 .50 4,000
Common stock issued upon conversion
of preferred stock (962) 192,328 - 3,847
Common stock issued in lieu of
accumulated dividends on preferred
stock - 257,100 2.03 5,142
Common stock issued for the purchase
of Unimark - 280,000 1.33 5,600
Common stock returned from escrow - (1,884) - (38)
Common stock issued in private offering - 1,150,000 1.00 23,000
Common stock issued in payment of debt - 189,874 2.36 3,797
Common stock issued in connection with
a loan to the Company - 10,000 1.00 200
Amortization of deferred compensation -
stock options - - - -
Net loss for the year - - -
-------- ---------- --------
Balance at May 31, 1990 (*) $ 97 13,353,801 $267,076
-------- ---------- --------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1989(*) $43,226,837 $(35,535,052) $(1,487,629) $ 6,426,577
Common stock issued upon exercise
of employee incentive stock options 10,209 - - 10,375
Common stock issued upon exercise
of warrants 96,000 - - 100,000
Common stock issued upon conversion
of preferred stock (2,885) - - -
Common stock issued in lieu of
accumulated dividends on preferred
stock 516,610 (521,752) - -
Common stock issued for the purchase
of Unimark 365,400 - - 371,000
Common stock returned from escrow 38 - - -
Common stock issued in private offering 1,127,000 - - 1,150,000
Common stock issued in payment of debt 444,287 - - 448,084
Common stock issued in connection with
a loan to the Company 9,800 - - 10,000
Amortization of deferred compensation -
stock options - - 801,995 801,995
Net loss for the year - (7,581,322) - (7,581,322)
----------- ------------ ----------- -----------
Balance at May 31, 1990 (*) $45,793,296 $(43,638,126) $ (685,634) $ 1,736,709
----------- ------------ ----------- -----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-12
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1990 (*) $97 13,353,801 $ - $267,076
Common stock issued upon
exercise of employee
incentive stock options - 6,816 1.25 136
Common stock issued upon
conversion of preferred stock (1) 300 - 6
Common stock issued upon
conversion of preferred stock - 1,000,000 1.00 20,000
Common stock issued in private
offering - 700,000 .50 to 1.00 14,000
Common stock issued in payment
of debt - 100,525 1.22 2,010
Amortization of deferred
compensation - stock options - - - -
Net loss for the year - - -
--- ---------- --------
Balance at May 31, 1991 (*) $96 15,161,442 $303,228
--- ---------- --------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1990 (*) $45,793,296 $(43,638,126) $ (685,634) $ 1,736,709
Common stock issued upon
exercise of employee
incentive stock options 8,384 - - 8,520
Common stock issued upon
conversion of preferred stock (5) - - -
Common stock issued upon
conversion of preferred stock 980,000 - - 1,000,000
Common stock issued in private
offering 386,000 - - 400,000
Common stock issued in payment
of debt 120,307 - - 122,317
Amortization of deferred
compensation - stock options - - 685,634 685,634
Net loss for the year - (3,463,900) - (3,463,900)
----------- ------------ ---------- -----------
Balance at May 31, 1991 (*) $47,287,982 $(47,102,026) $ - $ 489,280
----------- ------------ ---------- -----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-13
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1991 (*) $ 96 15,161,442 $ - $303,228
Common stock issued upon
exercise of employee
incentive stock options - 5,000 1.25 100
Common stock issued upon
conversion of preferred stock (299) 149,450 - 2,989
Preferred stock issued in public
offering (net of registration costs) 3,165 - - -
Preferred stock issued in private
offering 794 - - -
Common stock issued in private
offering - 1,022,870 50 to 1.25 20,459
Common stock issued in payment
of debt - 24,475 1.75 489
Preferred cash dividends paid - - - -
Issuance of stock options for
2,344,000 shares - - - -
Amortization of deferred
compensation - stock options - - - -
Net loss for the year - - -
------ ---------- --------
Balance at May 31, 1992 (*) $3,756 16,363,237 $327,265
------ ---------- --------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1991 (*) $47,287,982 $(47,102,026) $ - $ 489,280
Common stock issued upon
exercise of employee
incentive stock options 6,150 - - 6,250
Common stock issued upon
conversion of preferred stock (23,690) - - -
Preferred stock issued in public
offering (net of registration costs) 2,683,356 - - 2,686,521
Preferred stock issued in private
offering 793,206 - - 794,000
Common stock issued in private
offering 900,412 - - 920,871
Common stock issued in payment
of debt 42,342 - - 42,831
Preferred cash dividends paid (233,940) - - (233,940)
Issuance of stock options for
2,344,000 shares 3,513,000 - (3,513,000) -
Amortization of deferred
compensation - stock options - - 190,000 190,000
Net loss for the year - (3,334,190) - (3,334,190)
----------- ------------ ----------- -----------
Balance at May 31, 1992 (*) $54,989,818 $(50,436,216) $(3,323,000) $ 1,561,623
----------- ------------ ----------- -----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-14
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1992 (*) $ 3,756 16,363,237 $ - $ 327,265
Common stock issued
upon conversion of
preferred stock (191) 95,530 - 1,910
Common stock issued
in private offering - 95,500 1.00 1,910
Common stock issued
to employees in lieu
of bonuses - 257,000 .44 5,140
Amortization of deferred
compensation - stock
options - - - -
Deferred compensation
stock options voided - - - -
Net loss for the year - - -
------- ---------- ---------
Balance at May 31, 1993 $ 3,565 16,811,267 $ 336,225
------- ---------- ---------
(continued)
</TABLE>
(*) Not covered by Auditors' Report.
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1992 (*) $54,989,818 $(50,436,216) $(3,323,000) $ 1,561,623
Common stock issued
upon conversion of
preferred stock (1,719) - - -
Common stock issued
in private offering 93,590 - - 95,500
Common stock issued
to employees in lieu
of bonuses 107,940 - - 113,080
Amortization of deferred
compensation - stock
options - - 649,176 649,176
Deferred compensation
stock options voided (455,842) - 455,842 -
Net loss for the year - (3,671,988) - (3,671,988)
----------- ------------ ----------- -----------
Balance at May 31, 1993 $54,733,787 $(54,108,204) $(2,217,982) $(1,252,609)
----------- ------------ ----------- -----------
(concluded)
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-15
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1993 $ 3,565 16,811,267 $ $ 336,225
Amortization of deferred
compensation stock options - - -
Net loss for the four
months ended September 30, 1993 - - -
------- ---------- ---------
Balance, September 30, 1993 3,565 16,811,267 336,225
Amortization of deferred
compensation stock options - - -
Net loss for the year - - -
------- ---------- ---------
Balance at September 30, 1994 $ 3,565 16,811,267 $ 336,225
------- ---------- ---------
(continued)
</TABLE>
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at May 31, 1993 $54,733,787 $(54,108,204) $(2,217,982) $(1,252,609)
Amortization of deferred
compensation stock
options - - 198,600 198,600
Net loss for the four
months ended September 30,
1993 - (903,462) - (903,462)
----------- ------------ ----------- -----------
Balance, September 30, 1993 54,733,787 (55,011,666) (2,019,382) (1,957,471)
Amortization of deferred
compensation stock options - - 595,800 595,800
Net loss for the year - (2,604,658) - (2,604,658)
----------- ------------ ----------- -----------
Balance at September 30, 1994 $54,733,787 $(57,616,324) $(1,423,582) $(3,966,329)
----------- ------------ ----------- -----------
(concluded)
</TABLE>
See notes to financial statements.
F-16
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
Convertible -------------------------------------
Preferred Price Par Value
Stock Shares Per Share Total
----- ------ --------- -----
<S> <C> <C> <C> <C>
Balance at September 30, 1994 $ 3,565 16,811,267 $ - $ 336,225
Bankruptcy reorganization
transactions:
Cancellation of old shares (3,565) (16,811,267) - (336,225)
Issuance of new shares to
holders of old shares and
unsecured pre-petition
creditors - 1,472,738 - 14,727
Shares issued as additional
consideration for settle-
ment of post-petition
financing - 150,000 - 1,500
Shares issued in exchange for
convertible note - 250,000 1.00 2,500
Cancellation of deferred
compensation stock options - - - -
Shares issued in connection
with settlement of litigation) - 78,098 4.62 781
Shares issued to new share-
holders in exchange for cash
investment - 300,000 1.60 3,000
Other transactions:
Stock warrants exercised - 694,568 various 6,946
Shares issued pursuant to
a private placement - 1,000,000 1.00 10,000
Net income for the year - - -
------- ---------- ---------
Balance at September 30, 1995 $ - 3,945,404 $ 39,454
------- ---------- ---------
(continued)
</TABLE>
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Common
Paid in Development Stock
Capital Stage Options Total
------- ----- ------- -----
<S> <C> <C> <C> <C>
Balance at September 30, 1994 $54,733,787 $(57,616,324) $(1,423,582) $(3,966,329)
Bankruptcy reorganization
transactions:
Cancellation of old shares 339,790 - - -
Issuance of new shares to
holders of old shares and
unsecured pre-petition
creditors (14,727) - - -
Shares issued as additional
consideration for settle-
ment of post-petition
financing (1,500) - - -
Shares issued in exchange for
convertible note 247,500 - - 250,000
Cancellation of deferred
compensation stock options (1,423,582) - 1,423,582 -
Shares issued in connection
with settlement of litigation) 359,667 - - 360,448
Shares issued to new share-
holders in exchange for cash
investment 477,463 - - 480,463
Other transactions:
Stock warrants exercised 703,765 - - 710,711
Shares issued pursuant to
a private placement 990,000 - - 1,000,000
Net income for the year - 8,699 - 8,699
----------- ------------ ----------- -----------
Balance at September 30, 1995 $56,412,163 $(57,607,625) $ - $(1,156,008)
----------- ------------ ----------- -----------
(concluded)
</TABLE>
See notes to financial statements.
F-17
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
----------------------------------- Additional During the
Price Par Value Paid in Development
Shares Per Share Total Capital Stage Total
------ --------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1995 3,945,404 $ 39,454 $56,412,163 $(57,607,625) $(1,156,008)
--------- -------- ----------- ------------ -----------
Issuance of shares to holders
of old preferred shares 142,856 - 1,429 (1,429) - -
Shares issued as reimbursement
for professional fees incurred
by Stockholders' Alliance 62,032 1.75 620 107,936 - 108,556
Shares issued in exchange for
convertible note 250,000 1.00 2,500 247,500 - 250,000
Shares issued in lieu of
employee bonuses 143,787 $2.25 to 1,438 324,404 - 325,842
$2.00
Stock warrants exercised 3,162,071 $ .01 to 31,621 2,867,301 - 2,898,922
$2.00
Shares issued pursuant to a
private placement 500,000 $1.00 5,000 495,000 - 500,000
Net loss for the year - - - (2,597,937) (2,597,937)
--------- -------- ----------- ------------ -----------
Balance at September 30, 1996 8,206,150 $ 82,062 $60,452,875 $(60,205,562) $ 329,375
--------- -------- ----------- ------------ -----------
</TABLE>
See notes to financial statements.
F-18
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
FROM INCEPTION (MAY, 1976) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
----------------------------------- Additional Development
Price Par Value Paid in Stage
Shares Per Share Total Capital Deficit Total
------ --------- ----- ------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1996 8,206,150 $82,062 $60,452,875 $(60,205,562) $ 329,375
Warrants exercised 174,779 $.01 to 2.00 1,747 347,061 - 348,808
Shares issued as
reimbursement for
professional fees incurred
by stockholders' alliance 1,714 $1.75 17 2,983 - 3,000
Shares issued pursuant to
private placement 500,000 $1.00 5,000 495,000 - 500,000
Shares issued pursuant to
Regulation S offering 361,275 $1.30 3,613 465,587 - 469,200
Shares issued pursuant
Regulation D offering 185,482 $1.25 1,855 229,666 - 231,521
Net loss for the year - - - (2,348,898) (2,348,898)
--------- ------- ----------- ------------ ----------
Balance, September 30, 1997 9,429,400 $94,294 $61,993,172 $(62,554,460) $ (466,994)
Net loss for the year - - - (209,170) (209,170)
--------- ------- ----------- ------------ ----------
Balance, September 30, 1998 9,429,400 $94,294 $61,993,172 $(62,763,630) $ (676,164)
========= ======= =========== ============ ==========
Net loss for the three months
ended December 31, 1998 - - - (45,285) (45,285)
--------- ------- ----------- ------------ ----------
Balance, December 31, 1998 9,429,400 $94,294 $61,993,172 $(62,808,915) $ (721,449)
========= ======= =========== ============ ==========
</TABLE>
See notes to financial statements.
F-19
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three
Months From June 1,
ended 1988 to
December 31, Years ended September 30, December 31,
------------ ------------------------- ------------
1998 1998 1997 1996 1998(*)
---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Loss before extraordinary credit $( 45,285) $( 209,170) $(2,348,898) $(2,597,937) $(34,538,122)
Extraordinary credit - - - - 1,781,128
----------- ----------- ----------- ----------- ------------
Net income (loss) (45,285) (209,170) (2,348,898) (2,597,937) (32,756,994)
----------- ----------- ----------- ----------- -------------
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Extraordinary credit - gain on
debt restructuring - - - - (1,781,128)
Depreciation and amortization 3,552 14,208 74,538 45,104 1,293,484
Amortization of deferred compensation
stock options - - - - 3,923,202
Write-off of certain assets - - 106,343 - 363,904
Allowance for doubtful accounts - - - - 70,354
Gain on sale of property and equipment - - - - (500)
Loss from Unimark Credit System, Inc. - - - - 470,374
Settlement of liabilities in
exchange for common stock - - 3,000 131,773 299,921
Changes in assets and liabilities:
Decrease in accounts receivable - - - - 17,429
Decrease in interest receivable - - - - 364,055
(Increase) decrease in loans receivable
from employees - - - - 8,459
Increase in inventory - - - (78,870) 1,506,033
(Increase) decrease in prepaid expenses
and other current assets - 103,420 53,422 (27,362) 233,788
(Increase) decrease in deposits - - 13,605 (800) -
(Decrease) increase in accounts
payable 13,633 65,550 193,692 (33,674) 2,081,774
(Decrease) increase in accrued
expenses 27,936 (33,410) (7,317) (548,593) 879,718
----------- ----------- ---------- ------------ ---------
Total adjustments 45,121 149,768 437,283 (512,422) 9,730,867
----------- ----------- ---------- ------------ ------------
Net cash used in operating activities (164) (59,402) (1,911,615) (3,110,359) (23,026,127)
----------- ----------- ----------- ------------ ------------
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-20
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months From June 1,
ended 1998 to
December 31, Years ended September 30, December 31,
------------ ------------------------- ------------
1998 1998 1997 1996 1998(*)
---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C>
Cash flows from investing activities:
Expenditures for property and equipment $ - $ - $ (3,495) $ (193,383) $ (337,736)
Expenditures for patents - - - (17,148) (203,661)
Proceeds from sale of property and
equipment - - - - 3,500
Payment for covenant not to compete - - - - (100,000)
Investment in Unimark Credit System,Inc. - - - - (111,333)
----------- ---------- ----------- ----------- ------------
Net cash used in investing activities - - (3,495) (210,531) (749,230)
----------- ---------- ----------- ----------- ------------
Cash flows from financing activities:
Payment from (to) restricted cash account - - - 31,825 -
Payments to creditors as part of
debt restructuring - - (87,839) (663,823) (1,197,786)
Proceeds from notes payable - 25,000 400,000 - 3,185,811
Proceeds from shares issued, pursuant
to private placements - - 1,200,721 500,000 6,654,635
Repayment of notes payable - - (317,000) - (317,000)
Proceeds from exercise of stock
warrants and options - - 348,808 2,790,297 3,974,962
Payments under capitalized leases - - - - (50,109)
Payment of dividends - - - - (233,940)
Proceeds from public offering - - - - 2,686,521
Payments from employee - - - - 27,225
----------- ---------- ----------- ---------- ------------
Net cash flows provided by financing
activities - 25,000 1,544,690 2,658,299 14,730,319
----------- ---------- ----------- ---------- ------------
Net increase (decrease) in cash and
cash equivalents (164) (34,402) (370,420) (662,591) (9,045,038)
Cash and cash equivalents at beginning
of period 164 34,566 404,986 1,067,577 9,484,590
----------- ---------- ----------- ---------- ------------
Cash and cash equivalents at end of period $ - $ 164 $ 34,566 $ 404,986 $ 439,552
=========== ========== =========== ========== ============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ - $ - $ 32,538 $ 73,071 $ 149,318
=========== ========== =========== =========== ===========
</TABLE>
Reference is made to Notes 2, 5, 7, 8, 9e and 9f relating to non-monetary
issuances of common stock.
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-21
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
<TABLE>
<CAPTION>
From inception
(May 1976) to
May 31, 1988(*)
---------------
<S> <C>
Use of funds:
Operations:
Net loss $29,530,169
Items not consuming working capital:
Depreciation and amortization (1,267,675)
Amortization of deferred compensation-stock options (885,586)
Common stock and warrants issued under settlement of law suit (425,000)
Write-off of certain fixed assets (365,440)
Write-off of certain patents (220,238)
Stock appreciation rights (924,301)
-----------
Working capital consumed by operations 25,441,929
Expenditures for patent applications 570,805
Acquisition of fixed assets 1,547,222
Deferred compensation - stock options 3,175,212
Reclassification of test equipment from inventory to fixed assets 633,319
Increase in deferred charges 209,187
Common stock issued in connection with acquisition of fixed assets 81,276
Common stock issued in connection with acquisition of patents 25,115
Long-term debt converted into common stock 444,500
Payments and current maturities of long-term debt 1,506,173
Preferred dividends paid 224,747
Loans receivable from employees 80,897
-----------
Total funds consumed 33,940,382
----------
Sources of funds:
Collections of loans receivable from employees 80,897
Decrease in deferred charges 100,418
Increase in long-term debt 1,950,672
Issuances of common stock 32,695,141
Issuances of preferred stock 5,976,001
Proceeds from sale of warrants 17,000
Issuance of stock options 3,636,562
----------
Total funds provided 44,456,691
----------
Net increase in working capital 10,516,309
Working capital - inception -
----------
Working capital, May 31, 1988 $10,516,309
===========
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-22
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
(Continued)
<TABLE>
<CAPTION>
From inception
(May 1976) to
May 31, 1988(*)
---------------
<S> <C>
Changes in components of working capital:
Increase in current assets:
Cash $ 9,045,038
Accounts receivable 76,203
Interest receivable 364,055
Loans receivable from employees 37,264
Inventory 1,584,903
Prepaid expenses and other current assets 125,163
(Increase) in current liabilities:
Accounts payable (456,779)
Accrued expenses (259,538)
-----------
Net increase in working capital $10,516,309
===========
</TABLE>
(*) Not covered by Auditors' Report.
See notes to financial statements.
F-23
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies
a. Organization, history and basis of presentation
The Company was incorporated in the State of New York in
May, 1976. For the period from its inception through December 31, 1998, the
Company has been in the development stage and, accordingly, has directed its
efforts and resources to develop and prototype its development and production
planning of its electronic fingerprint identification systems. The Company
operated as a debtor in possession pursuant to Chapter 11 of the Federal
Bankruptcy Code until September, 1995, at which date a Trustee was appointed. On
March 31, 1996, a Plan of Reorganization was confirmed and, accordingly, the
Company exited from protection of the Bankruptcy Court and the Company's
Management was transferred to a Board of Directors.
In April, 1999, an agreement and plan of reorganization was
executed between the Company and The Trinity Group Inc. ("Trinity"). Said
agreement enables Trinity to acquire from the Company shares of capital stock of
the Company representing 85% of the equity and voting power of the Company in
exchange for certain assets of Trinity and the stock of certain subsidiaries of
Trinity. Concurrent with the execution of this agreement, a separate debt
exchange agreement was executed. The agreements require Trinity to acquire the
Company's furniture, fixtures and inventory, which had been seized by the
Company's landlord and to contribute said assets to the Company and to provide
facilities in its offices in which the Company may conduct its business. The
Company will take the necessary steps to amend its certificate of incorporation,
deliver to Trinity all the intellectual property of the Company, issue 635
shares of the Series A Preferred Stock to certain creditors and noteholders,
issue 93,654 shares of the Series A Preferred Stock and 10,571,607 shares of the
Company's common stock to Trinity.
A second phase of the reorganization entailed, among other
things, the conversion of the above-referenced 10,000 Series A Preferred Shares
into 3,937,000 common shares. Shares of the common stock owned by the existing
stockholders, as defined, will be converted into 500,000 shares of common stock,
shares of the common stock owned by Trinity will be converted into 563,000
shares of common stock (see Note 6b).
F-24
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies (continued)
a. Organization, history and basis of presentation (continued)
The financial statements have been prepared assuming that
the Company will continue as a going concern which is dependent upon the
successful completion of the Company's development program, generating
sufficient sales to obtain profitable operations and its ability to obtain
additional working capital or financing. During the period from October, 1995
through December, 1998, the Company had aggregate revenues of approximately
$53,000 while incurring losses aggregating approximately $5,201,000 during the
same period. Additionally, the Company has an accumulated deficit of
approximately $62,809,000 as of December 31, 1998. Due to the lack of any
meaningful revenue stream and a working capital shortage, in early 1998, the
Company suspended its operations and concentrated its efforts on raising working
capital which raises substantial doubt about the Company's ability to continue
as a going concern (Note 2). In the interim, the landlord seized all furniture,
fixtures, inventory and equipment at the Company's premises and sold them to
Trinity for $90,000 (Note 5).
b. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
c. Inventory valuation
Inventories, consisting of raw materials only, have been
valued at the lower of cost (first-in, first-out) or market. See Note 3.
d. Property and equipment
The Company depreciates its property and equipment on the
straight-line method over the estimated useful lives of the assets, which is
generally five years. Leasehold improvements are amortized on the straight-line
basis over the shorter of their estimated useful lives or the remaining lease
term. Any gain or loss realized on disposition is recorded in operations at the
time of the disposal. Expenditures for maintenance, repairs, renewal and
betterments are reviewed by management and only those expenditures representing
improvements to property and equipment are capitalized.
F-25
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies (continued)
d. Property and equipment (continued)
In fiscal 1997, the Company adopted Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of". Accordingly, the Company evaluates
asset recoverability at each balance sheet date or when an event occurs that may
impair recoverability of the asset. The Company determines the recoverability of
the carrying amount of each long-lived asset by reviewing the following factors:
the undiscounted value of expected operating cash flows in relation to its net
capital investment, the estimated useful or contractual life of the asset, the
contract or product supporting the asset, and in the case of purchased
technology and capitalized software development costs, the Company will
periodically review the recoverability of the assets value by evaluating its
products with respect to technological advances, competitive products and the
needs of its customers. During fiscal 1997, the Company recorded long-lived
asset impairment losses of $27,473, relating to property and equipment.
e. Research and development
The Company accounts for software development costs in
accordance with Statement of Financial Accounting Standards No. 86 "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed".
Accordingly, certain software development costs incurred will be capitalized
after technological feasibility has been demonstrated. Technological feasibility
is determined when planning, designing, coding and testing have been completed
according to design specifications. Commencing with product introduction, such
capitalized amounts will be amortized on a product-by-product basis at the
greater of the amount computed using (a) the ratio of current revenues for a
product to the total of current and anticipated future revenues or (b) the
straight-line method over the remaining estimated economic life of the product.
Amortization of capitalized software costs will be charged to cost of product
revenues and cost of services revenues. As testing of the Company's products has
not been completed, no software development costs have been capitalized from
inception through September 30, 1997. Research and development expenditures are
charged to research and development in the period incurred. There were no
research and development expenditures for the three months ended December 31,
1998 and the year ended September 30, 1998, but said expenditures aggregated
approximately $1,229,000 and $1,358,000 for each of the two years ended
September 30, 1997 and 1996, respectively.
F-26
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies (continued)
f. Patents and intangible assets
The cost of obtaining patents is amortized on the
straight-line method over 17 years. Patent application costs are deferred until
a patent is received or the application is abandoned. The Company did not incur
any patent application costs during the current two years and three months while
for the year ended September 30, 1996, said costs aggregated $17,148. Costs
incurred to maintain patents in good standing are expensed as incurred.
Amortization of patent costs was $3,552 for the three months ended December 31,
1998 and $14,208 for each of the years ended September 30, 1998 and 1997 and
$13,219 for the year ended September 30, 1996.
g. Revenue recognition
The Company recognizes revenues from customers upon delivery
and installation, subject to acceptance by the customer, of its systems. Service
contract revenues are recognized as earned, pursuant to the terms of the
contract.
h. Earnings (loss) per common share
Earnings (loss) per common share is computed using the
income (loss) for the year adjusted for preferred dividends divided by the
weighted average number of common shares outstanding during the respective
periods. Retroactive effect has been given for all periods shown for the reverse
.07 for 1 stock split effected April, 1996 concurrent with the bankruptcy plan
confirmation. Common stock equivalents, convertible notes and convertible
preferred stock outstanding, were not included in the computation, since the
effect of their inclusion would be anti-dilutive or immaterial.
i. Cash equivalents and restricted cash
Cash and cash equivalents generally consist of cash and
money market instruments. These securities have original maturity dates not
exceeding three months. Such investments are stated at cost which approximates
fair value and are considered cash equivalents for purposes of reporting cash
flows.
F-27
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies (continued)
j. Deferred income taxes
During 1997, the Company adopted Statement of financial
Accounting Standards No. 109, "Accounting for Income Taxes' ("SFAS 109"), to
reflect the tax effect of differences in the recognition of revenues and
expenses between financial reporting and income tax purposes based on the
enacted tax laws in effect. These timing differences result substantially from
the differences between the tax bases of assets and liabilities and their bases
for financial reporting purposes, the gain on sale of vehicles and the allowance
for liability insurance claims. In addition, SFAS 109 requires the recognition
of future tax benefits resulting from the utilization of net operating losses.
k. Concentration of credit risk
Financial instruments which potentially expose the Company
to concentrations of credit risk, as defined by Statement of Financial
Accounting Standards No. 105, consist primarily of cash and cash equivalents.
The Company places its cash with financial institutions
insured by the Federal Deposit Insurance Corporation ("FDIC"). At times, such
cash balances may be in excess of the FDIC insurance limit.
l. Accounting for stock-based compensation
In October 1995, SFAS No. 123, "Accounting for Stock-Based
Compensation", was issued. SFAS No. 123 establishes a fair value method of
accounting for stock-based compensation plans either through recognition or
disclosure. The Company adopted the disclosure provisions of the Statement and
SFAS No. 123 will not have a significant impact on its financial position,
results of operations or cash flows.
m. Fair value of financial instruments
In 1995, the Company adopted Statement of Financial
Accounting Standards No. 107, which requires entities with total assets less
than $150 million to disclose the fair value of financial instruments recognized
in the balance sheet. At December 31, 1998, the carrying amounts of the
Company's financial instruments included in its current assets and current
liabilities approximate fair value because of the short maturity of those
instruments. The carrying amounts of the Company's long-term debt also
approximates their fair value as of December 31, 1998 based upon the borrowing
rates currently available to the Company for loans with similar terms and
maturities.
F-28
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 1. Summary of Significant Accounting Policies (continued)
n. Year 2000 compliance
As has been widely reported, many computer systems process
dates based on two digits for the years of a transaction and are unable to
process dates in the year 2000 and beyond. The financial impact of making the
required system changes for year 2000 compliance are not expected to have a
material effect on the Company's financial statements.
o. New accounting standards
The Financial Accounting Standards Board recently issued
SFAS No. 128, "Earnings Per Share" and SFAS No. 129, "Disclosure of Information
about Capital Structures." SFAS No. 128 was issued in February, 1997 and is
effective for periods ending after December 15, 1997. This statement, upon
adoption, requires all prior ending earnings per share (EPS) data to be restated
to conform to the provisions of the statement. This statement's objective is to
simplify the computations EPS and to make the U.S. standard for EPS computations
more compatible with that of the International Accounting Standards Committee.
The Company adopted SFAS No. 128 in fiscal 1998 and the statement did not have a
significant impact on its reported EPS.
SFAS No. 129 was issued in February, 1997 and is effective
for periods ending after December 15, 1997. This statement, upon adoption, will
require all companies to provide specific disclosure regarding their capital
structure. SFAS No. 129 will specify the disclosure for all companies, including
descriptions of their capital structure and the contractual rights of the
holders of such securities. The Company adopted SFAS No. 129 in fiscal 1998 and
the statement did not have a significant impact on its disclosures.
In June, 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income" and No. 131 "Disclosures about Segments of an Enterprise
and Related Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components (revenues, expenses, gains
and losses) in a full set of general-purpose financial statements. SFAS 131
establishes standards for the way that public business enterprises report
information about operating segments in interim financial reports issued to
shareholders. The Company adopted SFAS No. 130 and No. 131 for fiscal year 1998.
Implementation of SFAS No. 130 and No. 131 did not have a material effect on the
financial statements.
F-29
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 2. Bankruptcy Reorganization
On September 15, 1993, the former Chief Executive Officer of
the Company caused a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code to be filed on behalf of the Company. As of that date,
liabilities of the Company aggregated approximately $2,168,500, which exceeded
the Company's assets of $252,000 by $1,916,500. The Company operated as a debtor
under Chapter 11 of the United States Bankruptcy Code until September, 1995, at
which date a Trustee was appointed. On March 31, 1996, a Plan of Reorganization
("the Plan") was confirmed. In the interim, the Chief Executive Officer was
replaced and new management installed.
The Plan established different classes of creditors or
equity interests and specified the property, if any, that was to be distributed
to each class. As more fully detailed below, the Plan provided for distribution
to the creditors of cash, Fingermatrix New Common Stock, A-Warrants, B-Warrants,
and C-Warrants, and other consideration. See Notes 7 and 8 for further
discussion of stock and warrant issuances.
The Company restructured $2,920,890 of liabilities by the
payment of $447,150 on the distribution date (April 19, 1996), a commitment to
pay $332,166 in the future, and the issuance of common stock and warrants valued
at $360,448 in lieu of a cash payment (Note 10f), resulting in an extraordinary
gain of $1,781,128 during the year ended September 30, 1996. This settlement
represents a payment of approximately 27 cents for every dollar of pre-petition
debt. During the term of the bankruptcy, the Company incurred $714,092 of
bankruptcy administrative costs. These costs, primarily professional fees for
attorneys and accountants, were expensed during the two years ended September
30, 1996. All Plan required payments have been made by the Company.
F-30
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 2. Bankruptcy Reorganization (continued)
The following is a summary of the cash, common stock and
warrant distributions scheduled to be made under the Plan as modified by the
Board of Directors and approved by the Shareholders:
<TABLE>
<CAPTION>
Other
Warrants Cash on Deferred
New Common Shares A-Warrants B-Warrants C-Warrants and Distribution Cash
Recipient Number (A) % Number Number Number Options Date Payments
--------- ---------- --- ------ ------ ------ ------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Old Shareholders 1,500,000 50% 2,500,000 1,250,000 0 0 0 0
New Shareholders 825,000 27.5 1,375,000 687,500 0 0 0 0
SIS Capital Corp. 150,000 5 250,000 125,000 0 0 $250,000 $817,000
Unsecured Creditors 300,000 10 500,000 250,000 0 0 $ 96,520/ $351,662/
$ .05 per $.20 per
$1.00 of $1.00 of
allowed allowed
claim claim
ESOP (B) 225,000 7.5 375,000 187,000 0 350,000 0 0
Gordon Molesworth, Daniel
Storr and Orvall Riessen 0 0 500,000 250,000 300,000 0 0 0
Michael Schiller 0 0 100,000 50,000 0 200,000 0 0
(Note 8)
TOTAL: 3,000,000 100% 5,725,000 2,862,500 300,000
</TABLE>
(A) Actual number of shares distributed varies from the above chart; see
Statement of Shareholders' Equity (Deficit). (B) Modified so that stock warrants
were issued in lieu of shares.
F-31
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 3. Inventories
The Company's limited sales led management to re-evaluate
its inventory and a determination was made that new prototypes were required and
the Company's existing inventory had no market value. Accordingly, all inventory
of raw materials and work in process was valued at zero and, accordingly, no
inventory is reflected in the accompanying financial statements for 1998 and
1997.
As of September 30, 1996, inventories consisted of raw
material components purchased in the 1996 fiscal year, to be utilized in the
production of the Company's fingerprint identification systems.
Note 4. Accrued Expenses
Details of accrued expenses as of December 31, 1998 and
September 30, 1998 and 1997 are as follows:
December 31, September 30,
1998 1998 1997
---- ---- ----
Insurance $ 24,072 $24,072 $ 92,000
Interest 74,596 61,660 11,390
Salaries - - 8,704
Other - - 7,048
Professional fees 15,000 - -
-------- ------- --------
$113,668 $85,732 $119,142
======== ======= ========
Note 5. Long-term Debt
As of December 31, 1998 and September 30, 1998 and 1997, long-term
debt is comprised of the following:
December 31, September 30,
1998 1998 1997
---- ---- ----
Note payable - SIS Capital Corp.
("SIS") post- petition financing;
note in the original amount of
$1,067,000 bears interest at prime,
plus 2% (8.5% and 10.25% at
December 31, 1998, September 30,
1998 and 1997, respectively); the
principal balance and all accrued
interest was payable April 19, 1997
(as of December 31, 1998, September
30, 1998 and 1997, related accrued
interest aggregated $15,396,
$13,224 and $15,552, respectively)
$100,000 $100,000 $100,000
-------- -------- --------
Sub-total $100,000 $100,000 $100,000
-------- -------- --------
F-32
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 5. Long-term Debt (continued)
December 31, September 30,
1998 1998 1997
---- ---- ----
Balance forward $100,000 $100,000 $100,000
Convertible 10% subordinated notes
maturing on June 30, 1998; notes
are convertible at the holder's
option, each $.70 of principal owed
on the note is convertible into one
share of the Company's common stock
(a)
200,000 200,000 200,000
Subordinated promissory note
payable bearing interest at 10% per
annum maturing on August 26, 1998.
Said note includes 200,000 warrants
where each warrant represents the
right to purchase one share of the
Company's common stock at an
exercise price of $.20 until the
expiration date of August 26, 1999
(a)
200,000 200,000 200,000
Promissory note payable bearing
interest at prime (8.5% per annum)
due on demand (a)
25,000 25,000 -
-------- -------- --------
525,000 525,000 500,000
Less current portion 525,000 525,000 500,000
-------- -------- --------
$ - $ - $ -
======== ======== ========
(a) In January, 1999, holders of these notes agreed to accept a total of
489 shares of the Company's newly created $.01 par value Series A 2%
voting convertible preferred stock in full settlement of the Company's
obligation (See Note 1a).
Note 6. Preferred and Common Stock
a. Current period capitalization
Effective with the bankruptcy reorganization consummated on
March 31, 1996, the Company's entire preferred and common stock structure was
changed. As of that date, all issued and outstanding convertible preferred $.01
par value shares and common $.02 par value shares were canceled and new common
stock with $.01 par value was issued.
F-33
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 6. Preferred and Common Stock (continued)
In conjunction with the reorganization, the Company arranged
for new stockholders to invest $480,463 in exchange for 300,000 new common
shares. Said proceeds were received in April, 1996. The Plan of Reorganization
had allotted, 825,000 shares for issuance to said new stockholders, which would
have represented an ownership of 27 1/2% in the Company. See chart in Note 2.
These shareholders were also issued 500,000 A-Warrants and 250,000 B-Warrants.
In October, 1995, $250,000 was received from another
investor. The proceeds represented a convertible note payable with interest at
prime, plus 4% (11.75%). In April, 1996, the note was converted into 250,000
shares of common stock. Accrued interest was forgiven upon conversion and was
included in the gain on debt restructuring.
In June, 1997, the Company completed a Regulation D offering
to "Accredited Investors" that raised a net of $231,521, through the sale of
185,482 common shares at varying prices ranging from $.93 to $1.54 per share. By
February 1997, the Company sold 361,275 common shares in an offering primarily
to two "Accredited Investors" pursuant to Regulation S at varying prices ranging
from $1.26 to $1.43 per share with the Company receiving $469,200.
The Company has 1,000,000 shares of preferred stock ($.01
par value) authorized, however, none are issued or outstanding. All prior
classes of preferred had been canceled and exchanged for New Common Stock under
the Plan. The Preferred Stock may be issued in one or more series by the Board
of Directors without further shareholder action and shall contain such terms and
designations as the Board of Directors may fix.
b. Subsequent capitalization change
Effective in January, 1999, the Board of Directors amended
the certificate of incorporation which created a new class of stock, "Series A
2% Voting Convertible Redeemable Preferred Stock", consisting of 10,000 shares
of preferred stock with a $.01 par value per share. Holders of these shares
shall be entitled to, as declared by the Board of Directors, cash dividends at
an annual rate of $18.74 per share. Each share of Series A Preferred Stock is
convertible at the Holders option into 393.7 shares of common stock (see Note
1a).
F-34
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 7. Stock Warrants and Options
a. In addition to the common shares issued as part of the
revision of the capital structure of the Company, the Company issued three
classes of common stock warrants, Series A, B and C. The number of warrants
expected to be issued is detailed in the chart in Note 2. Pursuant to the terms
of the reorganization plan, all previously issued warrants that were not fully
exercised, exchanged and evidenced by stock certificates were canceled. Class A
warrants expired January 16, 1997, except for 500,000 warrants issued to three
individuals who were instrumental in securing financing for the Company.
In conjunction with the overall settlement of claims between
the Company and the former Chief Executive Officer, the Company issued an
additional 200,000 common stock warrants ("additional warrants") that were
exercisable at $.01 per share and which were exercised in September, 1997.
As of December 31, 1998 and September 30, 1998 and 1997, the
number of warrants exercisable and outstanding is detailed in the chart below:
<TABLE>
<CAPTION>
Number of
Warrants
Number of Outstanding
Warrants at December 31, Total
Outstanding at 1998 and Exercise Potential
September 30, Warrants September 30, Price Per Conversion
Class 1996 Exercised 1998 and 1997 Share Amounts
----- -------------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
B Warrants 1,245,681 174,779 - - -
C Warrants 100,000 - 100,000 $ .01 $ 1,000
Special A
Warrants 285,000 - 285,000 $1.00 $285,000
Special B
Warrants 205,000 - 205,000 $2.00 $410,000
</TABLE>
Class B warrants entitle the holder thereof to purchase for
$2.00 one share of common stock in exchange for one warrant. These warrants
expired January 15, 1997.
Class C and additional Warrants entitle the holder thereof
to purchase for $.01 one share of common stock in exchange for one warrant.
F-35
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 7. Stock Warrants and Options (continued)
Special Class A warrants entitle the holder thereof to
purchase for $1.00 one share of common stock in exchange for one warrant. These
warrants will expire July, 2000.
Special Class B warrants entitle the holder thereof to
purchase for $2.00 one share of common stock in exchange for one warrant. These
warrants will expire July, 2001.
Between October 1, 1996 and September 30, 1997, 174,779
warrants were exercised generating $348,848 and resulting in the issuance of
174,779 common shares. No warrants were exercised during the year ended
September 30, 1998. Class A Warrants expired January 15, 1996.
b. On July 21, 1995, the Company adopted and the
Stockholders subsequently approved, an Employee Stock Option Plan ("ESOP") that
covers employees of the Company and an Outside Directors Stock Option Plan
("DSOP"). The Company has reserved 850,000 shares of common stock for issuance
to key employees and/or directors under these plans. Changes in the shares
authorized, granted and available under the Plans are as follows:
Number
of
Shares
------
Authorized July 21, 1995 (1) 850,000
Granted (578,500)
Exercised -
-------
Available , September 30, 1995 271,500
Granted (34,000)
Terminated 42,500
Exercised -
-------
Available, September 30, 1996 280,000
Granted -
Terminated (280,000)
Exercised -
-------
Available, September 30, 1997 -
=======
(1) Date of adoption of Plan.
F-36
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 7. Stock Warrants and Options (continued)
Option exercise prices pursuant to the ESOP and DSOP shall
not be less than 85% and 100%, respectively, of the fair market value of the
common stock at the time of the Grant. No options were granted during the three
months ended December 31, 1998 and years ended September 30, 1998 and 1997, but
during the year ended September 30, 1996, options were granted at prices ranging
from $1.75 to $2.375 per share. Exercise periods are for ten years (5 years for
certain incentive stock options), but terminate at a stipulated period of time
after an employees' death or termination of employment for causes other than
disability or retirement. No options have been exercised since inception of the
plans. The options become exercisable in such installments, which need not be
equal, and at such times as designated by the Compensation Committee.
Note 8. Income Taxes
The Company, as of December 31, 1998, has available
approximately $43,865,000 of net operating loss carryforwards to reduce future
Federal and state income taxes. In addition, the Company had available
investment tax credits of approximately $15,100 expiring 1998 through 2001, and
research tax credits of approximately $585,000 which began to expire in the
fiscal year ended May 31, 1993. Since there is no guarantee that the related
deferred tax asset will be realized by reduction of taxes payable on taxable
income during the carryforward period, a valuation allowance has been computed
to offset in its entirety the deferred tax asset attributable to the net
operating loss and tax credits. The net operating loss carryforwards expire as
follows:
Year NOL Amount
---- ----------
1999 $3,181,148
2000 3,290,778
2001 4,047,945
2002 5,383,607
2003 5,162,539
2004 5,615,608
2005 2,207,073
2006 2,792,000
2007 3,671,988
2008 903,462
2009 2,604,658
2010 2,473,840
2011 2,321,425
2017 209,170
-----------
$43,865,241
F-37
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 8. Income Taxes
Under Section 382 of the Internal Revenue Code of 1986, the
use of the Company's net operating loss carryforwards and various business tax
credits may be limited after the occurrence of an ownership change, as defined.
An ownership change is a series of transactions resulting in an increase of more
than 50 percentage points in the percentage of ownership interest in
stockholders who, before or after such ownership change, own, directly, or
indirectly, 5% or more of the stock of such corporation.
Note 9. Commitments and Contingencies
a. The Company leases its office and factory space pursuant
to a non-cancelable operating lease which expires in November, 1998 (Note 10).
The terms of the lease require the Company to pay for its own electricity, in
addition to the basic annual rent which increases from $47,061 to $54,479 over
the term of the lease.
Rental expense for each of the periods was as follows:
Year ended September 30, 1996 $73,019
Year ended September 30, 1997 76,842
Year ended September 30, 1998 58,623
Three months ended December 31, 1998 11,032
During the pendency of the bankruptcy reorganization, the
former President and his family made claims for, among other things, back rent,
diminution of value of their building and unpaid real estate taxes. The Trustee
reached an accord with said individuals that aggregated $907,000, which was
included in the class of general unsecured creditors. A substantial portion of
this amount was classified as rent expense in the 1994 financial statements.
b. The Company had an employment agreement with Thomas T.
Harding, who served as its President for annual salary of $140,000, which
agreement effectively expired in December, 1997.
F-38
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 9. Commitments and Contingencies (continued)
c. Effective January 1, 1990, the Company established a 401(K)
defined contribution and trust plan which covers substantially all officers and
employees upon completion of six months employment. Officers and employees may
contribute from 1% to 15% of their compensation. The Company may contribute to
the fund at the discretion of management. During the three months ended December
31, 1998 and the three years ended September 30, 1998, 1997 and 1996, the
Company did not make a contribution. The Company has elected to pay the plan
administrative expenses, which were nominal, for this period.
d. At December 31, 1998, 590,000 shares of the Company's common
stock were reserved for issuance in connection with the exercise of warrants
(Note 7).
e. On August 30, 1995, the Company executed a stock purchase
agreement with an offshore corporation that provided for said investor to
purchase 2,000,000 shares of common stock at $1.00 per share for an aggregate
$2,000,000 cash investment. Through September 30, 1995 and 1996, the Company had
received $1,000,000 and $1,500,000, respectively, towards this purchase. By
December 2, 1996, the unpaid balance of $500,000 was received in full.
f. During the pendency of the bankruptcy reorganization, a
Stockholders' Alliance was formed by a group of common stock owners. Said
Alliance incurred certain legal and professional fees in connection with
financing and other company related matters. To reimburse the Alliance for said
expenses, the Board of Directors approved the issuance of shares to the
individuals who comprised the Alliance.
g. To correct an error in the Plan, on October 24, 1995, the
Company approved the distribution of new common stock and warrants to holders of
the Series B convertible preferred stock and certain present and former
employees who were not fully covered by the original distribution made on April
19, 1995. The series B preferred shares were erroneously treated as if they were
old common stock for purposes of the exchange into new common stock, when as a
matter of right, each said share was convertible into five shares of new common.
The additional shares and warrants aggregated 142,826 and 301,256, respectively.
F-39
<PAGE>
FINGERMATRIX, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, SEPTEMBER 30, 1998, 1997 AND 1996
Note 10. Subsequent Events
In January, 1999, debt aggregating $654,797 was satisfied in
full by the issuance of the Company's shares. The six largest unsecured
creditors and the two largest note holders agreed to accept 635 shares of the
Company's $.01 par value voting convertible preferred stock in full settlement
of the Company's obligations to them.
F-40
<PAGE>
FARBER, BLICHT & EYERMAN, LLP
- --------------------------------------------------------------------------------
Certified Public Accountants
255 Executive Drive, Suite 215 Telephone: (516) 576-7040
Plainview, NY 11803-1715 Facsimile: (516) 576-1232
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the inclusion of our report on the 1998 financial
statements and schedules of Fingermatrix, Inc., included in the Annual Report
on Form 10-K of Fingermatrix, Inc. for the three months ended December 31,
1998.
Plainview, New York
August 13, 1999
F-41
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED
AS PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 90,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 191,385
<CURRENT-LIABILITIES> 912,834
<BONDS> 0
<COMMON> 94,294
0
0
<OTHER-SE> (721,449)
<TOTAL-LIABILITY-AND-EQUITY> 191,385
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,349
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,936
<INCOME-PRETAX> (45,285)
<INCOME-TAX> 0
<INCOME-CONTINUING> (45,285)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45,285)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
