UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Commission file number: 0-11734
OMAP HOLDINGS INCORPORATED
(Exact name of Registrant as specified in its Charter)
NEVADA 87-0548148
(State of Incorporation) (I.R.S. Employer Identification No.)
82-66 Austin Street Kew Gardens, New York 11415
(Address of Principal Executive Offices)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
THE SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Stock Exchange on Which Registered
Common Stock, Par Value $0.001 Per Share None
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [ ]
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 NO X
The aggregate market value of the voting stock held by non-affiliates
of the Registrant at September 13, 1996 was approximately $4,096,092.
The number of shares of Registrant's Common Stock outstanding on
September 13, 1996 was 23,875,351.
The Registrant's total revenues for the year ended December 31, 1995, were
$-0--
<PAGE>
Results of Operations
The Company generated no operating revenues for 1995 or 1994. This is
due to the fact that the Company devoted all its efforts to disposing of
unprofitable subsidiaries and locating suitable merger/acquisition partners
during 1994. In 1995, the Company continued to actively search for acquisition
opportunities until December 15, 1995, when it acquired Kohl; however, since
Kohl had a minimum level of operations from December 15, 1995 to December 31,
1995 due to the holidays, results of operations for Kohl were not incorporated
in the Consolidated Statements of Operations for the year ended December 31,
1995. Consequently, the Company showed no operating revenues for either 1994 or
1995. Note 8 to the Consolidated Financial Statements presents the Proforma
Statements of Operations as if the acquisition had been effective January 1,
1994 and 1995. For additional information on Kohl, see "Item 1 - Description of
Business."
Depreciation and amortization expenses increased to $4,168 in 1995 from
$0 in 1994. In 1994, the Company had no fixed or intangible assets and therefore
no depreciation or amortization expenses. The $4,168 for 1995 represents the
amortization on the technology and proprietary information that the Company
acquired from Otto Barenthin. See "Item 1 - Description of Business" for
additional information on the acquisition.
Selling, general and administrative expenses for 1995 were $653,424
compared to $151,429 for 1994. The increase is attributable to the Company's
expenses incurred related to the acquisition of subsidiaries and assets. For
additional information on these transactions, see "Item 1 - Description of
Business."
Income (loss) before disposition of subsidiaries was $(652,508) for
1995 and $24,623 for 1994. The loss in 1995 was, again, due primarily to the
Company's expenses associated with various acquisitions. In 1994, on the other
hand, the Company realized gain on sale of investments for $157,018, which
resulted in income before disposition of subsidiaries.
The Company realized gain from disposition of subsidiaries in the
amount of $751,800 in 1994 compared to $0 for 1995. During 1994, the Company
liquidated the remainder of its subsidiaries and many assets were liquidated at
prices above the original costs.
The Company had a net loss of $652,508 compared to net income of
$776,423 for 1994. The comparison of net income (loss) figures is essentially
irrelevant since the Company had no significant operations in 1994 and 1995 and
net income for 1994 mostly stemmed from extraordinary items.
Capital Resources and Liquidity
During 1994 and 1995, the Company settled a portion of its existing
liabilities by issuing stock to pay its creditors as well as consultants and
other professionals for various services rendered.
At the end of 1994, the Company had negative working capital of
$52,412. On December 31, 1995, the Company's working capital deficiency was
$149,668. The increase in deficiency is attributable to the Company's purchase
of Kohl, which had a net working capital deficiency on December 31, 1995.
Net stockholders' deficit in the Company was $52,412 at the end of
1994. At the end of 1995, however, the Company had a net stockholders' equity of
$5,305,072. The main reasons behind the increase are the Company's acquisition
of several patents through issuance of its Common Stock, and the purchase of
Kohl, which had a net stockholders' equity as of December 31, 1995.
On January 9, 1996, the Company entered into a one-year Offshore
Consulting and Securities Subscription Agreement with various foreign
consultants (the "Consulting Agreement"). Pursuant to the Consulting Agreement,
the consultants are to introduce the Company to foreign investors, who can
provide the Company with needed working capital. On March 12, 1996, pursuant to
the Consulting Agreement, the Company authorized the issuance of 112,000
restricted shares of its Common Stock, valued at $189,000, to the consultants
for services provided.
Between January and April 1996, the Company issued Common Stock to 10
foreign investors. These investors collectively purchased 5,500,000 shares of
the Company's Common Stock issued pursuant to Regulation S of the Securities Act
of 1933 for $660,000.
Foreign Currency Translation
Since Kohl is a French company whose financial statements must be
translated into U.S. Dollars to conform with the requirements of the Securities
and Exchange Commission, major changes in the currency exchange rate between
French Francs and U.S. Dollars may have a significant impact on operations of
the Company. Although the Company does not anticipate the currency exchange rate
to be significantly different over the next 12 months, no such assurances can be
given.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the audited financial statements attached hereto and numbered F-1
through F-24.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC.
AND SUBSIDIARIES)
Consolidated Financial Statements
December 31, 1995
<PAGE>
C O N T E N T S
Independent Auditors' Report.............................................. F - 3
Consolidated Balance Sheet ............................................... F - 4
Consolidated Statements of Operations .................................... F - 6
Consolidated Statements of Stockholders' Equity (Deficit) ................ F - 7
Consolidated Statements of Cash Flows..................................... F - 8
Notes to the Consolidated Financial Statements........................... F - 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
OMAP Holdings Incorporated and Subsidiaries
(Formerly Logos International, Inc. and Subsidiaries)
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheet of OMAP Holdings
Incorporated and Subsidiaries (formerly Logos International, Inc. and
Subsidiaries) as of December 31, 1995 and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 1995 and 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of OMAP
Holdings Incorporated and Subsidiaries (formerly Logos International, Inc. and
Subsidiaries) as of December 31, 1995, and the consolidated results of their
operations and their cash flows for the years ended December 31, 1995 and 1994,
in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 6 to the
consolidated financial statements, the Company has incurred significant losses
which have resulted in an accumulated deficit, raising substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 6. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Jones, Jensen & Company
September 4, 1996
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Balance Sheet
ASSETS
December 31,
1995
CURRENT ASSETS
<S> <C>
Cash and cash equivalents ................................ $ 623,306
Accounts receivable - net (Note 1) ....................... 1,043,012
Inventories (Note 2) ..................................... 725,492
----------
Total Current Assets .................................. 2,391,810
PROPERTY AND EQUIPMENT - NET (Note 3) ...................... 2,238,954
----------
OTHER ASSETS
<S> <C>
Patents and related technology - net (Note 4) ................ 2,170,833
Prepaid expenses ............................................. 20,573
Goodwill (Note 1) ............................................ 597,678
Investment securities (Note 9) ............................... 426,702
----------
Total Other Assets ........................................ 3,215,786
TOTAL ASSETS .............................................. $7,846,550
==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Balance Sheet
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
1995
CURRENT LIABILITIES
<S> <C>
Accounts payable ............................................ $1,441,494
Notes payable - related-parties (Note 5) .................... 542,809
Accrued expenses ............................................ 108,388
Payroll taxes payable ....................................... 448,787
----------
Total Current Liabilities ................................ 2,541,478
Total Liabilities ....................................... 2,541,478
COMMITMENTS AND CONTINGENCIES (Note 12) -
-------------
STOCKHOLDERS' EQUITY
Common stock: 100,000,000 shares authorized
of $0.001 par value, 17,981,933 shares issued
<S> <C>
and outstanding ........................................... 17,982
Additional paid-in capital ................................. 12,569,607
Currency translation adjustment ............................ 17,108
Accumulated deficit ........................................ (7,299,625)
------------
Total Stockholders' Equity ............................. 5,305,072
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $ 7,846,550
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Operations
For the Years Ended
December 31,
1995 1994
<S> <C> <C>
NET SALES ........................................ $ -- $ --
COST OF SALES .................................... -- --
----------- -----------
GROSS MARGIN ..................................... -- --
EXPENSES
Amortization expense ............................ 4,168 --
Selling, general and administrative expenses .... 653,424 151,429
----------- -----------
Total Expenses .............................. 657,592 151,429
----------- -----------
LOSS FROM OPERATIONS ............................. (657,592) (151,429)
----------- -----------
OTHER INCOME (EXPENSE)
Interest income ................................ 3,000 --
Interest expense ............................... (55) (10,379)
Dividend income ................................ 749 --
Gain on sale of investments .................... -- 157,018
Forgiveness of debt income ..................... 1,390 29,413
----------- -----------
Total Other Income (Expense) ................ 5,084 176,052
----------- -----------
INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS ......................... (652,508) 24,623
INCOME FROM DISPOSITION OF SUBSIDIARIES .......... -- 751,800
----------- -----------
NET INCOME (LOSS) ................................ $ (652,508) $ 776,423
=========== ===========
NET INCOME (LOSS) PER SHARE
Operating income (loss) ........................ $ (0.17) $ 0.04
Income from disposition of subsidiaries ........ -- 1.11
----------- -----------
Total Net Income (Loss) Per Share ........... $ (0.17) $ 1.15
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES ................ 3,944,800 672,511
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Stockholders' Equity (Deficit)
December 31, 1995 and 1994
Total
Additional Currency Stockholders'
Common Stock Paid-in Translation Accumulated Equity
Shares Amount Capital Adjustment Deficit (Deficit)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993 .......... 621,033 $ 621 $ 6,783,572 $ -- $ (7,423,540) $ (639,347)
Common Stock issued for
related party debt valued
at $1.00 per share ................. 40,363 40 40,241 -- -- 40,281
Common Stock issued for debt
valued at $1.54 per share .......... 21,653 22 33,365 -- -- 33,387
Common Stock issued for services
valued at $0.83 per share .......... 145,000 145 119,880 -- -- 120,025
Cancellation of Common Stock ........ (2,580) (3) (25,797) -- -- (25,800)
Discontinued operations ............. -- -- (357,381) -- -- (357,381)
Net income for the year ended
December 31, 1994 .................. -- -- -- -- 776,423 776,423
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1994 .......... 825,469 825 6,593,880 -- (6,647,117) (52,412)
Common Stock issued for
services valued at an average
of $0.27 per share ................. 1,458,909 1,459 390,889 -- -- 392,348
Common Stock issued for patents
and related technology valued at
$3.00 per share .................... 733,334 733 2,199,267 -- -- 2,200,000
Common Stock issued for investments
valued at $1.50 per share .......... 211,764 212 316,490 -- -- 316,702
Common Stock issued for investments
in subsidiaries valued @ $0.15/share 13,585,573 13,586 1,999,428 -- -- 2,013,014
Common Stock issued for cash
valued at $0.85 per share .......... 1,266,984 1,267 1,069,733 -- -- 1,071,000
Cancellation of Common Stock ........ (100,100) (100) (80) -- -- (180)
Currency translation adjustment ..... -- -- -- 17,108 -- 17,108
Net loss for the year ended
December 31, 1995 .................. -- -- -- -- (652,508) (652,508)
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1995 .......... 17,981,933 $ 17,982 $ 12,569,607 $ 17,108 $ (7,299,625) $ 5,305,072
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Cash Flows
For the Years Ended
December 31,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income (Loss) ................................ $ (652,508) $ 776,423
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities:
Amortization expense ........................... 4,168 --
Gain on sale of investments .................... -- (157,018)
Gain on discontinued operations ................ -- (751,800)
Common stock issued for services ............... 392,348 120,025
Forgiveness of debt ............................ (1,390) (29,413)
Changes in Assets and Liabilities:
(Increase) decrease in accounts receivable ..... (623,104) --
(Increase) decrease in notes receivable ........ -- 93,569
(Increase) decrease in inventory ............... (725,492) --
(Increase) decrease in prepaid expenses ........ (20,573) --
Increase (decrease) in other assets ............ -- 25,800
Increase (decrease) in bank overdraft .......... -- (147)
Increase (decrease) in accounts payable
and accrued expenses .......................... 1,849,339 94,821
Increase (decrease) in notes payable
- related parties ............................. 515,748 1,612
----------- -----------
Net Cash Provided by Operating Activities ...... 738,536 173,872
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment ........................... (1,076,315) --
Purchase of investments ......................... (110,000) --
----------- -----------
Net Cash Used in Investing Activities ........... $(1,186,315) $ --
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Cash Flows (Continued)
For the Years Ended
December 31,
1995 1994
CASH FLOWS FROM FINANCING ACTIVITIES:
<S> <C> <C>
Payments on notes receivable ....................... $ -- $ (173,787)
Common Stock issued for cash ....................... 1,071,000 --
---------- ----------
Net Cash Provided (Used) by Financing Activities ... 1,071,000 (173,787)
---------- ----------
NET INCREASE IN CASH ................................ 623,221 85
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ................................. 85 --
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR ....................................... $ 623,306 $ 85
========== ==========
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
<S> <C> <C>
Interest ........................................ $ 55 $ 9,692
Income taxes .................................... $ -- $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for patents and related technology
(Note 7) ............................................ $2,200,000 $ --
Common stock issued for investments .................. $ 316,702 $ --
Common stock issued for acquisition of subsidiaries .. $2,013,014 $ --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The consolidated financial statements include those of OMAP Holdings
Incorporated (formerly Logos International, Inc.) and its wholly-owned
subsidiaries OMAP International, Inc. (OII), OMAP S.A. (OSA), and
Establissements R. Kohl (Kohl). Collectively, they are referred to
herein as "the Company".
OMAP Holdings Incorporated was incorporated under the laws of the
State of Nevada on November 6, 1981 under the name of Logos
Scientific, Inc. to sell and distribute medical diagnostic instruments
and related supplies. Such operations of the Company commenced in 1982
and continued through December, 1991 at which time the operations were
sold. On June 4, 1992, the Company changed its name to Logos
International, Inc. During 1992 and 1993, new operations including
those relating to art, printing, automotive, computers and consulting
were carried on through subsidiaries. During 1993 all active
operations were terminated. By the end of 1994 all of those
subsidiaries were disposed of. The Company changed its name to OMAP
Holdings Incorporated on October 23, 1995. During 1995, the Company
acquired OII, OSA and Kohl. The Company is currently engaged (through
its subsidiaries) in investment activities relating to the acquisition
and production of technology and the development of paper collators
and other related industrial items.
On November 7, 1995, the Company purchased OII by issuing 13,014,144
shares of Common Stock in exchange for 100% of the issued and
outstanding stock of OII. Prior to the acquisition, OMAP S.A. was a
wholly-owned subsidiary of OMAP International, Inc. The purchase of
OII resulted in the creation of goodwill of $80,540.
OMAP International, Inc. was incorporated under the laws of the State
of Nevada on August 30, 1995 for the purpose of acquiring existing
technology and patents relating to the development of paper collators.
OMAP S.A. was incorporated on November 23, 1993 under the laws of
Belgium for the purpose of developing technology relating to the
construction of paper collators. OSA had substantially ceased
operations at the time of its acquisition by OII.
On December 15, 1995, the Company purchased Kohl for $3,000,000. This
$3,000,000 was paid by issuing 571,429 restricted shares of the
Company's Common Stock which was valued at $3.50 per share at the time
of issuance and by paying $1,000,000 in cash. The acquisition resulted
in the land and building being revalued to their fair market value of
$2,018,036. The purchase of Kohl resulted in the creation of goodwill
of $517,138.
Establissements R. Kohl was incorporated under the laws of France on
March 25, 1935. Kohl is in the business of manufacturing and selling
light fixtures, heaters and other products. In December 1995, Kohl
began the production and sales of patented paper collators. The assets
of Kohl at December 31, 1995 were $4,609,593.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Net Income (Loss) Per Share
The computations of net income (loss) per share of Common Stock are
based on the weighted average number of shares outstanding at the date
of the consolidated financial statements.
e. Principles of Consolidation
The December 31, 1995 consolidated financial statements include those
of OMAP Holdings Incorporated and its wholly-owned subsidiaries, OMAP
International, Inc., OMAP S.A., and Establissements R. Kohl. The
consolidated statements of operations, stockholders equity (deficit)
and cash flows for 1994 include the activities of the following
subsidiaries which were disposed of in 1994: Eagle Gate Art and Frame
Galleries, Inc., Associated Trades Printing and Publishing, Inc.,
Universal Auto Care Clinic Corp., Tony's Automotive Towing and
Recovery, Inc., Corporate Staffing Solutions, Inc., Oxford House,
Inc., Aaccurate Custom Automotive Body and Paint, Inc., and Associated
Trades, Inc. All significant intercompany accounts and transactions
have been eliminated.
Assets and liabilities of foreign operations are translated into U.S.
dollars at current, weighted-average and historical rates of exchange.
Gains or losses on such translations are reflected as currency
translation adjustments in stockholders' equity. Income and expense
accounts are translated into U.S. dollars at weighted-average rates of
exchange.
f. Inventories
Inventory supplies are stated at the lower of cost (computed on
weighted average basis) or market. The gross value of the inventory
includes the buying cost and the incidental expenses such as the
transportation costs of the buying department. The valuation allowance
of $444,931 for the inventory represents 100% of the estimated
unsalable products (see Note 2).
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
g. Property and equipment
Property and equipment are stated at cost. Expenditures for small
tools, ordinary maintenance and repairs are charged to operations as
incurred. Major additions and improvements are capitalized.
Depreciation is computed using the straight-line and accelerated
methods over estimated useful lives as follows:
Machinery and equipment 5 to 7 years
Furniture and fixtures 5 to 7 years
Building 31 years
h. Accounts Receivable
Accounts receivable are recorded net of the allowance for doubtful
accounts of $53,000 as of December 31, 1995.
i. Goodwill
Goodwill consists of the excess of the purchase price over the fair
value of net assets of purchased subsidiaries and is amortized on the
straight-line method over a 5-year period.
The Company periodically reviews goodwill for impairment by comparing
undiscounted projected income over the remaining amortization period
for each acquired subsidiary to the unamortized balance of goodwill
for each subsidiary. No impairments have been recorded.
j. Revenue Recognition
Revenue is recognized upon shipment of goods to the customer.
k. Recently Issued Accounting Standards
In March 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Impairment of Long-Lived Assets."
This new standard is effective for years beginning after December 15,
1995 and would change the Company's method of determining impairment
of long-lived assets. Although the Company has not performed a
detailed analysis of the impact of this new standard on the Company's
financial statements, the Company does not believe that adoption of
the new standard will have a material effect on the financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
k. Recently Issued Accounting Standards (Continued)
In October 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Stock-Based Compensation" . This new
standard is effective for fiscal years beginning after December 15,
1995. The standard encourages, but does not require, companies to
recognize compensation expense for grants of stock, stock options, and
other equity instruments to employees based on fair value. Companies
that do not adopt the fair value accounting rules must disclose the
impact of adopting the new method in the notes to the financial
statements. Transactions in equity instruments with non-employees for
goods or services must be accounted for on the fair value method.
Although the Company has not performed a detailed analysis of the
impact of this new standard on the Company's financial statements, the
Company does not believe that adoption of the new standard will have a
material effect on the financial statements.
l. 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.
m. Concentrations of Risk
Foreign Currency Translation
Since Kohl is a French company whose financial statements must be
translated into U.S. Dollars to conform with the requirements of the
Securities and Exchange Commission, major changes in the currency
exchange rate between French Francs and U.S. Dollars may have a
significant impact on operations of the Company. Although the Company
does not anticipate the currency exchange rate to be significantly
different over the next 12 months, no such assurances can be given.
Accounts Receivable
Credit losses, if any, have been provided for in the financial
statements and are based on management's expectations. The Company's
accounts receivable are subject to potential concentrations of credit
risk. The Company does not believe that it is subject to any unusual,
or significant risks in the normal course of its business.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Customers
The Company, through Kohl, continues to manufacture the electric
heaters and related lighting equipment that were the focal points of
its business prior to acquisition by the Company. The heaters are
portable devices that are sold as finished products. They are sold
exclusively to APPLIMO SA, a French corporation, pursuant to an
exclusive marketing agreement entered into by and between Kohl and
APPLIMO SA. The lighting equipment consists of both finished products
and parts used by general contractors to produce lighting fixtures.
Suppliers
The Company, through Kohl, continues to purchase raw materials from
various suppliers. The Company does not believe that it is subject to
any unusual risks beyond the normal risks attendant to operating its
business.
Cash
Kohl had $581,562 of cash at December 31, 1995 in various French Banks
which are not subject to FDIC regulations.
NOTE 2 - INVENTORIES
Inventories at December 31, 1995 consisted of the following:
Raw materials $ 1,018,521
Work-in-process 4,529
Finished goods 147,373
-----------------
Total 1,170,423
Less valuation allowance (444,931)
Inventories - net $ 725,492
=================
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1995 consisted of the
following:
Land $ 567,604
Buildings 1,754,074
Tools 1,500,514
Furniture and fixtures 181,327
----------------
Total 4,003,519
Less accumulated depreciation (1,764,565)
Property and equipment - net $ 2,238,954
=================
The purchase of Kohl as described in Note 1 occurred on December 15,
1995 therefore no depreciation is reflected in the financial
statements for the year ended December 31, 1995.
NOTE 4 - PATENTS AND RELATED TECHNOLOGY
Patents and related technology at December 31, 1995 consisted of the
following:
Patents and related technology $ 2,200,000
Less accumulated amortization (29,167)
--------
Patents and related technology - net $ 2,170,833
= ==========
The patents and related technology are amortized over their useful
lives of 10 to 14 years. Amortization expense for the year ended
December 31, 1995 was $4,168.
NOTE 5 - NOTES PAYABLE - RELATED-PARTIES
Notes payable to related-parties at December 31, 1995 consisted of the
following:
Note payable to previous owners of Kohl, unsecured,
non-interest bearing, due upon demand.
Repaid March 1996. $ 500,000
Note payable to shareholder/consultant, unsecured,
non-interest bearing, due upon demand. 26,861
Note payable to shareholder, unsecured, non-interest
bearing, due upon demand. 15,948
Total related-party notes payable $ 542,809
= ========
Related parties have performed consulting services for the Company
during 1995 in the amount of $409,000. Based on the short-term nature
of the above notes payable, their book values are considered to
approximate their fair values.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 6 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has
historically incurred significant losses which have resulted in an
accumulated deficit of $7,299,625 at December 31, 1995 which raises
substantial doubt about the Company's ability to continue as a going
concern. The accompanying consolidated financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of
this uncertainty. It is the intent of management to create additional
selling avenues through the development and sales of its patented
paper collators and to rely upon additional equity financing if
required to sustain operations.
NOTE 7 - COMMON STOCK ISSUED FOR PATENTS AND RELATED TECHNOLOGY
On September 29, 1995, OMAP International, Inc. acquired the patent to
a paper collator by issuing 400,000 shares of the Company's restricted
common stock at $3.00 per share.
On December 15, 1995, the Company acquired the rights to technology
for a paper collator by issuing 333,334 shares of restricted common
stock at $3.00 per share.
NOTE 8 - PROFORMA COMBINED STATEMENTS OF OPERATIONS
The historical information contained herein has been combined on a
proforma basis. The purchase of Kohl as described in Note 1 was
effective December 15, 1995. The purchase has been presented as though
it was effective January 1, 1995 and 1994. All significant accounting
policies for Kohl are the same as the Company's as defined in Note 1.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 8 - PROFORMA COMBINED STATEMENTS OF OPERATIONS (Continued)
No significant expenses or revenues were generated by OII after
November 7, 1995. Since OII was incorporated in 1995 and had no
significant operations in 1995, no proforma statements have been
provided for OII.
For the Year Ended December 31, 1995
OMAP Proforma Proforma
Holdings R. Kohl Adjustments Combined
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SALES ................. $ -- $ 6,156,259 $ -- $ 6,156,259
COST OF SALES ............. -- (4,542,321) -- (4,542,321)
----------- - ----------- ------------ -----------
GROSS MARGIN .............. -- 1,613,938 1,613,938
EXPENSES .................. (657,592) (2,589,297) (147,814) (3,394,703)
----------- ----------- ------------ ----------
LOSS FROM OPERATIONS ...... (657,592) (975,359) (147,814) (1,780,765)
OTHER INCOME
(EXPENSE) ................ 5,084 (51,330) -- (46,246)
----------- - ----------- ------------- --------------
NET LOSS .................. $ (652,508) $(1,026,689 ) $ (147,814) $(1,827,011)
=========== = =========== ============ ============
NET LOSS PER SHARE ........ $ (0.41)
==============
For the Year Ended December 31, 1994
OMAP Proforma Proforma
Holdings R. Kohl Adjustments Combined
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SALES .......................................... $ -- $ 6,111,166 $ -- $ 6,111,166
COST OF SALES ...................................... -- (4,261,583) -- (4,261,583)
----------- ----------- ----------- -----------
GROSS MARGIN ....................................... -- 1,849,583 -- 1,849,583
EXPENSES ........................................... (151,429) (2,359,748) (147,814) (2,658,991)
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS ............................... (151,429) (510,165) (147,814) (809,408)
OTHER INCOME
(EXPENSE) ......................................... 176,052 (175,870) -- 182
----------- ----------- ----------- -----------
NET INCOME (LOSS)
BEFORE DISCONTINUED
OPERATIONS ........................................ 24,623 (686,035) (147,814) (809,226)
INCOME FROM DISPOSITION
OF SUBSIDIARIES ................................... 751,800 -- -- 751,800
----------- ----------- ----------- -----------
NET INCOME (LOSS) .................................. $ 776,423 $ (686,035) $ (147,814) $ (57,426)
=========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE
Operating Loss ................................... $ (0.65)
Income from disposition of subsidiaries .......... .60
-----------
Total Net Income (Loss) Per share ............. $ (0.05)
===========
</TABLE>
The proforma adjustments represents depreciation of $44,386 on the
stepped-up basis of the Kohl building and goodwill amortization of
$103,428. The building is being depreciated over 31 years and the
goodwill is being amortized over 5 years.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 9 - INVESTMENT SECURITIES
Investment securities at December 31, 1995 consisted of the following
restricted shares of public companies:
Number of Extended
Name of Company Shares Cost
BRIA Communications Corporation 660,693 $ 204,815
Eurotronics Holdings, Inc. 677,149 121,887
Tianrong Building Material
Holdings LTD, Inc. 319,149 100,000
--------------- ---------------
Total 1,656,991 $ 426,702
=============== ===============
Cash and restricted shares of the Company's common stock were
exchanged for the above restricted shares. Three of the Company's
officers, directors, and shareholders are also officers, directors,
and shareholders of the three public companies noted above.
NOTE 10 - INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No.109, "Accounting for Income Taxes" (FAS 109),
which requires use of the asset and liability method for calculating
deferred income taxes.
For federal income tax purposes, the Company has net operating loss
carry forwards of approximately $4,370,000 and net capital loss
carryforwards of approximately $2,890,000 at December 31, 1995. The
net operating loss carryforwards will expire between the years 2007
and 2010. The net capital loss carryforwards will expire between the
years 1997 and 1999. Use of these loss carryforwards may be limited
due to changes in ownership and changes in the type of business
operations.
Due to a history of losses, the Company's deferred tax asset has been
reserved 100%, thus resulting in a net deferred tax asset of zero at
December 31, 1995.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 11 - SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS
During 1994, the Company entered into several arrangements in an
effort to dispose of unprofitable subsidiaries and decrease long-term
debt. Some of these agreements involved the Canton Industrial
Corporation (CIC), and its subsidiary Canton Financial Services (CFS),
both of whom have served as financial consultants to the Company. The
Company's former president and director during 1994 and part of 1995,
was also president and director of CIC.
The Company entered into a Debt Settlement Agreement, effective
September 22, 1994, pursuant to which the Company transferred
ownership of certain office equipment, investment securities,
paintings and restricted shares of the Company's Common Stock to CIC
as payment for $186,464 owed to CIC by the Company.
On September 26, 1994, the Company entered into an Assumption of
Promissory Notes Agreement with CFS. Under the terms of the agreement,
the Company transferred ownership of investment securities to CFS as
consideration for the assumption by CFS of two promissory notes
executed by the Company with Barbara Winkler and Larry Henin as
holders.
On September 27, 1994, the Company entered into a Debt Settlement
Agreement with A-Z Professional Consultants, Inc. (AZ) pursuant to
which the Company transferred 30,000 shares of CIC stock (which the
Company then owned) to AZ as payment of $10,312 toward the debt owed
to AZ by the Company. The Company's former president was also
president and director of AZ.
The Company entered into an Acquisition Agreement dated September 29,
1994 with Panorama Investment Company (PIC) whereby PIC acquired all
shares and assets of the Company's subsidiary Aaccurate Custom
Automotive Body & Paint, Inc. for ten dollars and other consideration.
The Company's former president was also PIC's president.
On September 30, 1994, the Company entered an Acquisition Agreement
with PIC pursuant to which PIC acquired 100% of the shares and assets
of the Company's subsidiaries Associated Trades, Inc., Associated
Trades Printing and Publishing, Inc., AutoTow, Inc. (a.k.a. Tony's
Automotive Towing & Recovery, Inc.), Eagle Gate Art and Frame
Galleries, Inc., GLI Industries, Inc., Oxford House, Inc. and
Universal Auto Care Clinic Corp. for a purchase price of ten dollars
and other consideration.
On September 29, 1994, the Company and its subsidiary Corporate
Staffing Solutions, Inc. (CSS) entered an Acquisition Agreement with
CIC pursuant to which CIC acquired 100% of the shares of CSS from the
Company for a purchase price of ten dollars and other consideration.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 11 - SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS (Continued)
On September 29, 1994, the Company and its subsidiary American
Autocomputers, Inc. (AAI) entered an Acquisition Agreement with CIC
pursuant to which CIC acquired 100% of the shares of AAI from the
Company for a purchase price of ten dollars and other consideration.
NOTE 12 - CONTINGENT LIABILITIES
The Company may be liable for certain payroll and other taxes relating
to the disposition of its subsidiaries. The estimated amount could be
as much as $114,000 if the Company is forced to pay the obligations of
the subsidiaries which were disposed of in 1994.
In 1995, the Company acquired OMAP S.A. which the Company believes had
substantially ceased operations at the time of acquisition. In
February 1996, OMAP S.A. filed for bankruptcy. Management believes
that there are no claims from creditors which are pending or
threatened against OMAP S.A.; however, no assurance can be made until
the local Belgium authorities release the Company from all claims.
NOTE 13 - SUBSEQUENT EVENTS
The Company is currently investigating whether or not the Agreement
pursuant to which the Company acquired OSA was invalid based on a
failure to provide adequate consideration. The Company has received
conflicting information concerning what assets were owned by OSA on
October 23, 1995, the day on which the Company indirectly acquired the
capital stock of OSA. If the Company determines that the assets
represented to be owned by OSA at the time of the transaction were not
actually owned by OSA, the Company will rescind the October 23 Stock
Exchange Agreement as it pertains to the acquisition of OSA.
Rescission of that Agreement will result in the cancellation of the
7,500,000 shares of common stock indirectly issued in exchange for
OSA, 6,500,000 of which were issued to the Company's largest
shareholder, and 1,000,000 of which were beneficially issued to the
Company's president. No final determination has been made with respect
to this issue. As a result of the above, the Company's investment in
OSA has been recorded at zero value in the consolidated financial
statements.
On January 9, 1996, the Company entered into a one-year Offshore
Consulting and Securities Subscription Agreement with various foreign
consultants (the "Consulting Agreement"). Pursuant to the Consulting
Agreement, the consultants are to introduce the Company to foreign
inventors, who can provide the Company with needed working capital. In
exchange for the services rendered, the consultants will receive
restricted shares of the Company's common stock. On March 12, 1996,
pursuant to the Consulting Agreement, the Company authorized the
issuance of 112,000 restricted shares of its common stock to the
consultants valued at $189,000 for services provided.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994
NOTE 13 - SUBSEQUENT EVENTS (Continued)
Between January and April 1996, the Company issued common stock to ten
foreign investors. These investors collectively purchased 5,500,000
shares of the Company's common stock issued pursuant to Regulation S
of the Securities Act of 1933 for $660,000.
Since 1994, Canton Financial Services Corp. ("CFS") has provided the
Company with various business consulting services, including
assistance in raising capital, finding new business opportunities, and
preparing agreements, documents, and filings required by the
Securities and Exchange Commission. On April 1, 1996, the Company
renewed its Consulting Agreement with CFS. According to the Consulting
Agreement, the Company pays CFS a monthly fee of the greater of
$20,000 or the actual fee for services rendered by CFS's professional
staff based on a predetermined hourly rate. The Company has the option
of paying the consulting fee either in cash or through the issuance of
restricted shares of its Common Stock. For purposes of the Consulting
Agreement, restricted shares of the Company's Common stock are valued
at the lower of : (a) one half the closing bid price of the Company's
free trading common stock on the last day of the month in which
services were provided, or (b) one half the closing bid price of the
Company's free trading common stock on the day when the shares are
actually issued.
NOTE 14 - PRIOR PERIOD ADJUSTMENT
A prior period adjustment relating to the accounting for 1994
discontinued operations was recorded during the current year. The
adjustment resulted in a decrease of $751,272 to previously reported
net income for 1994. The 1994 consolidated statements of operations,
stockholders' equity (deficit) and cash flows have been restated for
the effect of the adjustment.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 9TH day of October 1996.
OMAP Holdings Incorporated
/S/James Tilton
-----------------------
James Tilton, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Title Date
President, Chief Executive Officer, October 9, 1996
/S/James Tilton Treasurer and Director
- ----------------
James Tilton
/S/Jane Zheng Secretary and Director October 9, 1996
- ----------------
Jane Zheng
<PAGE>
