UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1996
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from
____________________ to _____________________
Commission file number: 0-11734
OMAP HOLDINGS INCORPORATED
(Name of Small Business Issuer in Its Charter)
Nevada 87-0548148
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
82-66 Austin Street, Kew Gardens, New York 11415
(Address of Principal Executive Offices) (Zip Code)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes XX No
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of September 30, 1996 was 25,875,344.
Total of Sequentially Numbered Pages: 14
Exhibit Index on Page: 8
<PAGE>
TABLE OF CONTENTS
PART 1
ITEM 1. FINANCIAL STATEMENTS..................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ............3
PART II
ITEM 5. OTHER INFORMATION ....................................................6
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................6
SIGNATURES ...........................................................7
INDEX TO EXHIBITS ....................................................8
Total of sequentially numbered Pages: 14
Exhibit Index on Page: 8
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
Unless otherwise indicated, the term "Company" refers to OMAP Holdings
Incorporated and its subsidiaries and predecessors. Consolidated, unaudited
interim financial statements including a balance sheet for the Company as of the
fiscal quarter ended September 30, 1996 and statements of operations and
statements of cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding fiscal year are attached hereto
as Pages F-1 through F-5 and incorporated herein by this reference.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
September 30 December 31
1996 1995
------------- -----------
CURRENT ASSETS
<S> <C> <C>
Cash .............................................. $ 14,899 $ 623,306
Accounts receivable - net ......................... 363,859 1,043,012
Accounts receivable - related parties ............. 160,000 --
Accounts receivable - other ....................... 353,607 --
Inventories ....................................... 675,501 725,492
----------- -----------
TOTAL CURRENT ASSETS ............. 1,567,866 2,391,810
----------- -----------
PROPERTY AND EQUIPMENT
Buildings ......................................... 1,757,109 1,754,074
Land .............................................. 567,604 567,604
Equipment and tools ............................... 1,508,939 1,500,514
Furniture and fixture ............................. 180,559 181,327
Less: accumulated depreciation .................... (1,910,885) (1,764,565)
----------- -----------
TOTAL PROPERTY AND EQUIPMENT - NET 2,103,326 2,238,954
----------- -----------
OTHER ASSETS
Patents and related technology - net .............. 2,032,049 2,170,833
Prepaid expenses .................................. 7,257 20,573
Goodwill - net .................................... 508,026 597,678
Investment securities ............................. 436,702 426,702
----------- -----------
TOTAL OTHER ASSETS ............... 2,984,034 3,215,786
----------- -----------
TOTAL ASSETS ..................... $ 6,655,226 $ 7,846,550
=========== ===========
</TABLE>
<PAGE>
See notes to consolidated unaudited condensed financial statements.
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30 December 31
1996 1995
------------- ------------
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable .................................. $ 892,314 $ 1,441,494
Notes payable - related parties ................... 216,807 542,809
Accrued expenses .................................. 214,082 108,388
Payroll taxes payable ............................. -- 448,787
---------- ------------
TOTAL CURRENT LIABILITIES ................ 1,323,203 2,541,478
------------ ------------
LONG-TERM LIABILITIES
Notes payable ..................................... 19,737 --
------------ ------------
TOTAL LONG-TERM LIABILITIES ............. 19,737 --
------------ ------------
TOTAL LIABILITIES ....................... 1,342,940 2,541,478
------------ ------------
COMMITMENTS AND CONTINGENCIES ..................... -- --
------------ ------------
STOCKHOLDERS' EQUITY
Common stock-$.001 par value:
100,000,000 shares authorized;
23,705,760 shares issued and
outstanding at 9/30/96;
17,981,933 shares issued and
outstanding at 12/31/95 ........................... 23,706 17,982
Additional paid-in capital ........................ 13,640,168 12,569,607
Currency translation adjustment ................... (1,593) 17,108
Accumulated deficit ............................... (8,349,995) (7,299,625)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY ............. 5,312,286 5,305,072
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,655,226 $ 7,846,550
============ ============
</TABLE>
See notes to consolidated unaudited condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
----------------------------- ------------------------
September 30 September 30 September 30 September 30
1996 1995 1996 1995
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue (net of returns) .................................... $ 692,301 $ -- $ 2,218,874 $ --
Cost of revenue ............................................. 396,861 -- 1,382,430 --
------------ ------------ ------------ ---------
Gross profit 295,440 -- 836,444 --
Operating expenses:
Selling, general and administrative ....................... 561,527 57,492 1,861,969 65,624
------------ ------------ ------------ ---------
Operating income (loss) ................. (266,087) (57,492) (1,025,525) (65,624)
Other income (expense):
Interest income ........................................... 1,127 -- 3,618 --
Interest expense .......................................... (6,047) (55) (19,593) (55)
Forgiveness of debt ....................................... -- 513 -- 513
Miscellaneous other income (expense) ...................... -- -- 96 --
Bad debt expense .......................................... -- -- -- --
------------ ------------ ------------ ---------
Total Other Income (expenses) ............... (4,920) 458 (15,879) 458
------------ ------------ ------------ ---------
Net loss before income taxes ................................ (271,007) (57,034) (1,041,404) (65,166)
------------ ------------ ------------ ---------
Income taxes ................................................ (506) -- (506) --
------------ ------------ ------------ ---------
Net operating loss .......................................... (271,513) (57,034) (1,041,910) (65,166)
Gain from discontinued operations ........................... -- -- -- 749
------------ ------------ ------------ ---------
Net loss before extraordinary items ......................... (271,513) (57,034) (1,041,910) (64,417)
------------ ------------ ------------ ---------
Extraordinary items ......................................... (11,568) -- (8,460) --
------------ ------------ ------------ ---------
Net loss .................................................... $ (283,081) $ (57,034) $(1,050,370) $ (64,417)
============ ============ ============ =========
Income (loss) per common share
Income (loss) before discontinued operations .............. $ (0.01) (0.07) (0.05) (0.08)
Income (loss) from discontinued operations ................ -- -- -- --
------------ ------------ ------------ ---------
Income (loss) before extraordinary items .................. (0.01) (0.07) (0.05) (0.08)
Income (loss) from extraordinary items .................... -- -- -- --
------------ ------------ ------------ ---------
Income (loss) per weighted average common share ............. $ (0.01) (0.07) (0.05) (0.08)
============ ============ ============ =========
Weighted average number of common shares
used to compute net loss per common share ................. 23,704,544 855,871 21,868,823 855,871
============ ============ ============ =========
</TABLE>
See notes to consolidated unaudited condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
For the nine months ended
September 30
--------------------------
1996 1995
------------- -----------
<S> <C> <C>
Net income (loss) ................................ $(1,050,370) $ (64,417)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization ............... 362,055 --
Cancellation of stock for services .......... -- (180)
Common stock issued for services ............ 350,285 56,331
(Increase) decrease in:
Accounts receivable - net ................... 679,153 --
Accounts receivable - related parties ....... (160,000) (5,128)
Accounts receivable - other ................. (353,607) --
Inventories ................................. 49,991 --
Prepaid expenses ............................ 13,316 --
Investment Securities ....................... (10,000) --
Increase (decrease) in:
Accounts payable and accrued expenses ....... (443,486) (608)
Notes payable - related party ............... (326,002) --
Payroll taxes payable ....................... (448,787) --
----------- -----------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES .... (1,337,452) (14,002)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ........................ (10,692) --
----------- -----------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES ... (10,692) --
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash for previously-issued stock ............ -- 3,000
Common stock issued for cash ................ 720,000 11,000.00
Increase in long-term debt .................. 19,737 --
----------- -----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES .. 739,737 14,000
NET INCREASE (DECREASE ) IN CASH ................. (608,407) (2)
CASH AT BEGINING OF PERIOD ....................... 623,306 85
----------- -----------
CASH AT END OF PERIOD .. $ 14,899 $ 83
=========== ===========
</TABLE>
See notes to consolidated unaudited financial statements.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company's primary business consists of the manufacture and
distribution of industrial and consumer products through its subsidiary
Establissements R. Kohl, a corporation organized under the laws of France
("Kohl"). Since January 1, 1996, Kohl has manufactured and distributed a line of
paper collators which sort and staple documents. These devices implement patents
and technology acquired by the Company during the 1995 fiscal year. Kohl also
manufactures portable heaters and light fixtures, products which Kohl produced
prior to its acquisition by the Company. Finally, Kohl is developing prototypes
for a line of food vending machines.
During the third quarter of fiscal 1996, the Company received
correspondence from Georges d'Humieres, the general manager of Kohl, indicating
that Kohl is in need of an immediate cash infusion to sustain its operations.
Mr. d'Humieres informed the Company that Kohl requires approximately US$400,000
to pay its vendors and otherwise satisfy its short term cash needs. Mr.
d'Humieres has indicated that he will consider filing for bankruptcy protection
on behalf of Kohl if this money is not received. Kohl is the Company's only
operating subsidiary and therefore the Company's ultimate success or failure in
raising capital on behalf of Kohl will likely have a significant effect upon the
future of the Company.
As a result of its correspondence with Mr. d'Humieres, the Company has
focused its efforts toward raising money on behalf of Kohl. Pursuant to a
September 23, 1996 Warrant Purchase Agreement, the Company issued a total of six
million warrants to Age Investments Co ("Age"). Each warrant gives the holder
the right to purchase one share of the Company's common stock, par value $0.001
("Common Stock"). The exercise prices of the warrants are staggered, with two
million Class A warrants exercisable at $0.375, two million Class B warrants
exercisable at $0.50, one million Class C warrants exercisable at $0.75, and one
million Class D warrants exercisable at $1.00. The resale of both the warrants
and the Common Stock underlying the warrants is restricted pursuant to Rule 144
under the Securities Act of 1933 ("Rule 144"). However, the Company agreed to
use its best efforts to file a registration statement covering both the warrants
and the underlying Common Stock. The Company received $6,000 for the sale of the
warrants, and will receive an additional $3.5 million if all warrants
transferred under the Warrant Purchase Agreement are ultimately exercised.
On October 4, 1996, the Company executed an Agreement with CEA Lab,
Inc., a Kansas corporation ("CEA"), pursuant to which the Company will transfer
all of its investment securities. The securities to be transferred by the
Company consist of shares of common stock in the following three companies: BRIA
Communications Corporation, a New Jersey corporation; Eurotronics Holdings
Incorporated, a Utah corporation; and Tianrong Building Material Holdings, Ltd.,
a Utah corporation. The resale of all shares to be transferred by the Company is
restricted pursuant to Rule 144. The Company booked these shares at an aggregate
value of $436,702 on its unaudited financial statements for the quarter ended
September 30, 1996. The Company discounted the stock on its books to account for
the resale restrictions. For more information regarding the restricted common
stock transferred by the Company, see the Company's Form 10-KSB for fiscal year
ended December 31, 1996.
<PAGE>
In exchange for these restricted investment securities, the Company
will receive from CEA registered securities in various public companies which
shall have an approximate market value of $430,000. The Company entered the
Agreement with CEA because it allowed the Company to increase its liquidity by
acquiring marketable securities in exchange for restricted securities. The
Company and CEA are now in the process of transferring the ownership of the
shares to be exchanged under the Agreement. When the Company officially becomes
the beneficial owner of the registered shares, it will consider selling some or
all of the shares in order to generate cash for Kohl. The Company can provide no
assurances that it will be able to sell the registered investment securities at
a price sufficient to satisfy the cash needs of Kohl.
The Company also intends to attempt to raise additional capital through
one or more private offerings of its Common Stock. However, the Company can
provide no assurances that such an offering will successfully generate the cash
flow necessary to satisfy Kohl's cash needs.
During the third quarter of fiscal 1996, the Company has contracted
with Williamson & Associates, a public relations firm, to help create investor
awareness of the Company. Williamson & Associates was also retained to assist
the Company in finding debt and equity financing. Williamson & Associates is an
affiliate of both CEA and Age. On October 11, 1996, the Company became aware
that a principal of Williamson & Associates has been accused of securities law
violations. As of the date of this filing, the Company is not aware of the
details of the accusation and does not know how this will affect the Company's
relationship with Williamson & Associates or the Company's attempts to raise
capital. The Company is relying substantially upon the assistance of Williamson
& Associates to help the Company raise the $400,000 for Kohl. Accordingly, the
Company cannot provide any assurances that it will be able to find alternative
methods of obtaining debt or equity financing for Kohl.
In February 1996, OSA, a subsidiary of one of the Company's
wholly-owned subsidiaries, filed for bankruptcy protection under the laws of
Belgium. Based on this bankruptcy filing, as well as correspondence with
government officials in Belgium, the Company now believes that there were no
assets of value in OSA at the time that it was indirectly acquired by the
Company. The Company has placed a stop transfer order on the 7.5 million shares
of Common Stock that were issued as consideration for OSA, 6.5 million of which
were issued to an entity controlled by the Company's former chairman of the
board of directors, and one million of which were issued to the Company's
president and director. The Company is currently structuring an agreement that
will formally unwind the Company's acquistion of OSA on grounds that adequate
consideration was not paid in exchange for the 7.5 million shares issued to
acquire OSA. The one million shares issued to the Company's president have
already been surrendered to the Company. At this time the Company does not know
whether it will have to initiate legal proceedings to recover the additional 6.5
million shares.
Since OSA has no current operations and is in bankruptcy, the Company
valued OSA at $0 on its audited financial statements for the year ended December
31, 1995. Accordingly, the Company anticipates that the rescission of the OSA
acquisition will not have a materially adverse effect upon the Company's
operations, although the total number of shares of outstanding Common Stock will
be reduced by 7.5 million. For more information on OSA, see the Company's Form
10-KSB for fiscal year ended December 31, 1995.
Results of Operations
Gross revenues for the nine months ended September 30, 1996 were
$2,218,874 compared to zero for the same period in 1995. During the three months
ended September 30, gross revenue was $692,301 for 1996 and zero for 1995. The
increase in both cases is attributable to the Company's December 1995
acquisition of Kohl. During the first nine months of 1995, the Company had no
operations and devoted all its efforts to locating a suitable merger and/or
acquisition partner and thus generated no revenue.
<PAGE>
Costs of revenues increased from zero during the first nine months of
1995 to $1,382,430 for the same period in 1996. Costs of revenues for the third
quarter in 1996 were $396,861 compared to zero for the same period in 1995.
Kohl's operations accounted for all costs of revenues for 1996.
Gross profit was $836,444 for the nine months ended September 30, 1996
and $295,440 for the quarter ended the same date. Gross profit as a percentage
of revenues was 38% and 43%, respectively. Selling, general, and administrative
expenses were $65,624 from January 1 through September 30, 1995 and $1,861,969
for the comparable period in 1996, of which consulting and payroll expenses
accounted for $1,110,409. For the quarter ended September 30, selling, general,
and administrative expenses were $57,492 for 1995 and $561,527 for 1996.
Interest income was $3,618 for the nine months ended September 30, 1996
compared to zero for the same period in 1995. During the three months ended
September 30, interest income was $1,127 for 1996 and zero for 1995. Interest
expense was $19,593 and $55 for the nine months ended September 30, 1996 and
1995, respectively. During third quarter of 1996, the Company incurred interest
expenses in the amount of $6,047 compared to $55 for the same period in 1995.
Interest income and expense in 1996 mostly stemmed from the normal business
operations of Kohl.
Operating loss was $1,041,910 during the first nine months of 1996
compared to $65,166 for the same period in 1995. For the quarter ended September
1996, the Company incurred $283,081 in operating losses compared to $57,034 in
the same period in 1995. The substantial loss in 1996 is primarily due to the
high level of selling, general, and administrative expenses.
Gain from discontinued operations was zero for the first nine months of
1996 compared to $749 for the same period in 1995. The Company incurred net
extraordinary expenses in the amount of $8,460 during the first nine months of
1996 compared to zero for 1995. Net extraordinary expenses were $11,568 during
the third quarter of 1996 compared to zero in the same period in 1995.
Net loss was $1,050,370 during the nine months ended September 30, 1996
and $64,417 during the comparable period in 1995. For the quarter ended
September, the Company recorded a net loss in the amount of $283,081 in 1996
compared to $57,034 in 1995.
Capital Resources and Liquidity
On September 23, 1996, the Company issued 6,000,000 Common Stock
Warrants to an investor. Each warrant entitles the holder to purchase one share
of the Company's Common Stock. The Company received $6,000 from the sale of
warrants. If all the warrants are exercised, the Company will receive $3,500,000
in exercise prices.
The Company had a net working capital of $244,663 as of September 30,
1996 compared to a working capital deficiency of $46,678 at the end of September
1995. The main reason behind this working capital increase is the Company's
purchase of Kohl, which had a net working capital on September 30, 1996.
Net stockholders' equity in the Company was $5,305,072 at the end of
December 1995 and $5,312,286 as of September 30, 1996. The main reason for the
increase is the Company's 1996 issuance of common stock for services and assets.
<PAGE>
ITEM 5. OTHER INFORMATION
On October 2, 1996 and subsequent to the end of the third fiscal
quarter, the Company received a letter of resignation from Aster De Schrijver,
the Company's chairman of the board of directors. This letter was dated
September 30, 1996. At the time of his resignation, Mr. De Schrijver did not
express any disagreements with the Company or its management. The Company has
accepted Mr. De Schrijver's resignation.
On October 2 1996, the Company appointed Lawrence Derrick Ashcroft as
the Company's director.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits. Exhibits required to be attached by Item
601 of Regulation S-B are listed in the Index to Exhibits
beginning on page 8 of this Form 10-QSB. The Index to
Exhibits is incorporated herein by this reference.
(b) Reports on Form 8-K. The Company did not file any reports on
Form 8-K during the fiscal quarter ended September 30, 1996.
<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 13TH day of November 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
/s/ James Tilton Chief Executive Officer, President, November 13, 1996
- ----------------- Treasurer and Director
James Tilton
/s/ Jane Zheng Secretary and Director November 13, 1996
- --------------
Jane Zheng
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER NUMBER DESCRIPTION
3(i) * The Company's Articles of Incorporation, as restated to
reflect the * October 30, 1995 Certificate of Amendment to
the Company's Articles of Incorporation, incorporated herein
by reference to the Company's annual report of Form 10-KSB
filed with the Commission on October 2, 1996.
3(ii) * The Company's Bylaws, incoporated herein by reference to the
Company's annual report on Form 10-KSB for the year ended
December 31, 1992.
10(i)(a) 10 Warrant Purchase Agreement, dated September 23, 1996, by and
between the Company and Age Investment Co. attached hereto
as Exhibit 10(i)(a)
10(i)(b) 13 Agreement, dated October 4, 1996, by and between the Company
and CEA Lab, Inc. attached hereto as Exhibit 10(i)(b)
AGE Investment Co.
730 Fifth Avenue, 9th Avenue
New York, New York 10019-4106
Tel: 800-992-8616
Fax: 316-688-0998
Via Fax
September 23, 1996
James Tilton, President
OMAP Holdings Corporation
82-66 Austin Street
Jamaica, New York 11415
Re: Warrant Purchase Agreement
Dear James:
Per our discussions, AGE Investment Co. desires to acquire 2,000,000
Class "A" Common Stock Purchase warrants, each exercisable at $0.3750 for one
common share of OMAP Holdings, Inc., 2,000,000 Class "B" Common Stock Purchase
warrants, each exercisable at $0.50 for one common share, 1,000,000 Class "C"
Common Stock Purchase Warrants, each exercisable $.75 for one common share and
1,000,000 Class "D" Common Stock Purchase Warrants, each exercisable at $1.00
for one common share if 100% of the "A" Warrants are exercised OMAP will receive
gross warrant proceeds of $750,000. If 100% of the "B" Warrants are exercised
OMAP will receive and additional $1,000,000 in gross warrant proceeds. If 100%
of the Class "C" Warrants are exercised OMAP will receive an additional $750,000
in gross warrant proceeds. If 100% of the Class "D" Warrants are exercised OMAP
will receive an additional $1,000,000. If 100% of all 6,000,000 Warrants are
exercised OMAP will receive a total of $3,500,000 in gross warrant offering
proceeds.
We would like the Warrants to expire as follows: Class "A" and Class
"B" to expire one year from the date of registration effectiveness and Class "C"
and Class "D" to expire two years from date of registration effectiveness.
AGE Investment Co. will agree to purchase all 6,000,000 warrants for
$6,000.00 cash. We will wire transfer the $6,000.00 cash tomorrow morning if
OMAP executes this Warrant Purchase Agreement today and agrees to have legal
counsel prepare the warrant agreements within the next 72-hours. In addition,
OMAP shall agree to use its best efforts to immediately file a registration
statement covering all 6,000,000 warrants and the 6,000,000 common shares
underlying the warrants, all at OMAP's expenses.
The number of warrants and the exercise price of the warrants are to
be as adjusted for any forward or reverse stock splits during the next three
years.
AGE Investment Co. will favorably consider exercising these warrants
depending on the company's ability to make acquisition, increase its revenues
and, more importantly, the increasing of earnings as per our discussions of you
earnings projections.
We are not acquiring these warrants with a view to re-sell them or to
make a distribution as defined under the Securities Acts.
<PAGE>
If OMAP Holdings, Inc. agrees to these terms and conditions, please
indicate your acceptance and agreement by executing this letter below and by
returning a copy via fax to us today.
Very truly yours,
AGE Investment Co.
By: /s/ Edward B. Williamson
Agreed and Accepted:
OMAP HOLDINGS, INC.
/s/ James Tilton
James Tilton, President
AGREEMENT
Between CEA LAB, (CEA LAB), a Kansas Corporation and a public company,
and OMAP Holdings Incorporated (OMAP), a Nevada corporation and a public
company, hereby agree to exchange certain securities owned by CEA LAB which are
registered and free-trading shares which are being valued at approximately equal
value to securities which are not registered and free-trading and are owned by
OMAP. Each of the parties shall attach a schedule of securities owned and being
exchanged to this agreement (see Schedule "A").
CEA LAB and OMAP each agree to value free-trading securities at 100%
of the average bid price over the past 30 trading days preceding the execution
of this Agreement.
CEA LAB and OMAP agree to value all restricted shares at the book value
of each public company's stock per a Form 10-K which has been audited and filed
with the Securities and Exchange Commission.
CEA LAB and OMAP agree to re-value all restricted shares for exchange
cost basis in the event that CEA LAB auditors determine the value of the
restricted shares to be less than the initial exchange values.
CEA LAB and OMAP agrees that CEA LAB shall exchange such number of
shares, which can be sold for cash and which, when sold, will result in OMAP
receiving not less than $430,000.
CEA LAB and OMAP agree that OMAP shall exchange such number of shares,
which, when sold for cash, will result in CEA LAB receiving not less than
$430,000.
Agreed: This 4th day of October, 1996.
By: /s/ James A. Tilton
James A. Tilton, President and Director
OMAP Holdings Incorporated
By: /s/ Edward B. Williamson
Edward B. Williamson, President and Director
CEA LAB, Inc.
<PAGE>
SCHEDULE "A"
OMAP agrees to immediately and physically deliver all shares owned of
the following securities to CEA LAB, bearing the name "CEA LAB, Inc." on each
certificate:
Cert # # of Shares Total
BRIAA-Bria Communications Corp. 1183 370,370
1186 290,323 660,693
-------
EUHI - Eurotronics Holdings, Inc. 5509 566,038
5511 111,111 667,149
-------
TNRG- Tianrong Building Material Holdings, Ltd. 2126 319,149
-------
1,656,991
CEA LAB and OMAP agree that at December 31, 1995, per an audited Form
10-K OMAP auditors valued the OMAP exchange shares at each company's book value:
BRIAA 660,693 shares at $204,815 or $0.31 per share
EUHI 667,149 shares at $121,887 or $0.18 per share
TNRG 319,149 shares at $100,000 or $0.31 per share
-------
TOTAL 1,656,991 shares at $426,702 or $0.26 per share (average)
