SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to
the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1997
Commission file number 0-13313
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 36-3296861
-------- ----------
(State of incorporation) (I.R.S. Employer
Identification No.)
P.O. Box 4197, Englewood, CO 80155-4197
---------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303)761-8829
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: None
----
Name of each exchange on which registered: N/A
---
Securities registered pursuant to Section 12(g) ofthe Act:
Title of each class: Common Stock, No par value
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 the filing
requirements for at least the past 90 days.
Yes X No
----- -----
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- KSB or any amendment to
this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year, $6,139 (before
extraordinary items).
<PAGE>
Transitional Small Business Disclosure Format:
______ Yes X No
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 1997 was $0, based upon the closing price of the
common stock on June 30, 1997.
Number of outstanding shares of the registrant's no par value common stock, as
of June 30, 1997: 41,733,000.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of this Form 10-K into which the document is incorporated: (1) Any annual
report to security holders - None; (2) Any proxy or information statement -
None; (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the
Securities Act of 1933 - None.
<PAGE>
PART 1
------
Item 1. DESCRIPTION OF BUSINESS
(a) Business Development
--------------------
(1) Teleconferencing Systems International, Inc. ("Company" or "TSI"), a
Colorado corporation, was incorporated on December 19, 1983, to design,
manufacture and market a wireless audio teleconferencing system called the TSI
Conferencer.
Until 1987, marketing of the wireless TSI Conferencer, accessories and
various versions of the Conferencer was accomplished by dealer enrolled
resellers, as well as, by direct sales efforts in areas where there were no
Company representatives. In early 1987, a plan was implemented which initiated
direct selling of wireless TSI Conferencers by inside sales associates of the
Company. Within a period of approximately one year, the Company reversed the
source of sales from predominately resellers to end users.
In the Fall of 1990, the Company began to market and distribute NEC
VoicePoint speakerphones, in addition to its wireless TSI Conferencer Systems.
The reason for becoming a distributor of the NEC product was to increase sales
and revenue opportunities for the Company. This product was not in competition
with the wireless TSI Conferencer and was, therefore, an enhancement to the
Company's product line.
The following is information pertaining to major activities of the Company
during the last four fiscal years. The Company became a dealer for Coherent
ConferenceMaster Systems in 1991. Coherent's product was a feature rich small
room system. For approximately a two year period, Coherent ConferenceMaster
Systems provided sales revenue for the Company. With the evolution of small room
systems available in the industry, another small room system appeared in 1993,
the Polycom Sound Station. The Company became a dealer for the Polycom Sound
Station and has sold the system in 1994. At fiscal year end 1995, the Company
ceased active operation.
During 1991 and 1992, TSI developed a version of the wired TSI Conferencer
System, the Court/Line system, to provide an audio interface to multi-tract tape
recorders, and sound systems which are present in most courtrooms. Sales were
made during 1993 and 1994 fiscal years to both Federal and State Courts in
various locations throughout the country. Due to competition in the market and
new systems introduction, the Company's business declined dramatically in 1995,
and the Company ceased active operations.
(2) The Company has not been involved in any bankruptcy, receivership or
similar proceeding during its existence.
On April 30, 1997, the Company acquired 100% of the common stock of Wilding
Services, Inc. to be a wholly owned subsidiary for $1.00 and assumption of
approximately $200.00 in filing fees. On June 29, 1997, the Company spun off in
a share distribution pro-rata to its shareholders Wilding Services, Inc.
together with the outdated inventory rights to an anticipated contract to sell
<PAGE>
equipment to Bell South, and Wilding Services, Inc. agreed to and subsequently
issued a promissory note for $140,000 to the Company to secure payment of any
debts of the Company which might be asserted as a result of its prior
operations. Shareholders of the Company were scheduled to receive one share of
stock of Wilding for each 50 shares of the Company owned by such shareholder.
(3) TSI has not been involved in any material reclassification, merger,
consolidation or purchase or sale of a significant amount of assets not in the
ordinary course of business during the Company's last three fiscal years.
(b) Business of Issuer
------------------
The Company no longer has any primary products.
(2) Marketing and Distribution Methods
----------------------------------
Products, Services and Marketing. The Company no longer manufactures
products or sells products manufactured by others.
(3) Status of Products
------------------
None in process.
(4) Competition
-----------
None currently, due to no operations.
(5) Raw Materials
-------------
None.
(6) Customer Dependence
-------------------
The Company had no actual sales to customers, only liquidation sales.
(7) Patents, Trademarks and Licenses
--------------------------------
None.
(8) Government Approval
-------------------
None Pending.
(9) Governmental Regulations
------------------------
None.
<PAGE>
(10) Research and Development
------------------------
The Company spent $0 on research and development activities during the
fiscal years ended June 30, 1996 and 1997.
(11) Environmental Regulations
-------------------------
Compliance with federal, state and local provisions regulating the
discharge of materials into the environment does not have any material effect on
the on the capital expenditures, earnings and competitive position of the
Company.
(12) Employees
---------
As of June 30, 1997, the Company had no employees.
ITEM 2. DESCRIPTION OF PROPERTY
(a) Properties
----------
The Company maintains administrative offices on a shared basis with its
President at no direct cost, but receives mail at P.O. Box 4197, Englewood, CO
80155-4197.
(b) Investment Policies
-------------------
The Company does not invest in, have interests in, have investments in real
estate or real estate mortgages, nor does the Company have securities of or
interests in persons engaged in real estate activities.
(c) Description of Real Estate (owned) and Operative Data
-----------------------------------------------------
The Company does not own real estate or property.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party of
to which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's shareholders during the
year ended June 30, 1997.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
------------------
The following table shows the range of high and low bid quotations of the
shares of the Company's common stock for the eight fiscal quarters ended June
30, 1997.
BID
---------------------------
Period High Low
- ------ ---- ---
07/01/95 - 09/30/95 N/A N/A
10/01/95 - 12/31/95 N/A N/A
01/01/96 - 03/31/96 N/A N/A
04/01/96 - 06/30/96 N/A N/A
07/01/96 - 09/30/96 N/A N/A
10/01/96 - 12/31/96 N/A N/A
01/01/97 - 03/31/97 N/A N/A
04/01/97 - 06/30/97 N/A N/A
The shares are traded in the over-the-counter market. The above quotations
were furnished by the National Quotation Bureau Incorporated. Such quotations
represent prices between dealers and do not include retail mark-ups, mark-downs,
or commissions and may not represent actual transactions.
(b) Holders
-------
As of June 30, 1997, the Company had approximately 383 shareholders of
record.
(c) Dividends
---------
The Company has not declared cash dividends on its common stock since its
inception and the Company does not anticipate paying any cash dividends in the
foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of Financial Condition and Results of
Operations
- --------------------------------------------------------------------------------
The following is management's discussion and analysis of certain
significant factors which affected the Company's financial condition and results
of operation during the periods in the accompanying consolidated financial
statements.
<PAGE>
Liquidity
- ---------
The Company had cash of $204 at June 30, 1997, and no other liquid assets.
The Company has ceased active operations and has no business at the present
time. It anticipates seeking acquisition or merger candidates in the future.
During the course of the fiscal year ended June 30, 1997, the Company's
outstanding debt level decreased to $0 from $141,502 in fiscal year ended June
30, 1996 due to spin off of possible future business contracts, assets and
liabilities into a subsidiary, Wilding Services, Inc.
Working capital increased from a deficit of ($134,039) at June 30, 1996, to
a deficit of $204 at June 30, 1997.
Capital Resources
- -----------------
None.
The Company has no other known material commitments for capital
expenditures. The Company has no additional plans, agreements, or commitments
concerning any transaction which would require the Company to use a significant
amount of capital. The Company has no sources of capital at year end.
Results of Operations
- ---------------------
Comparison of year Ended June 30, 1997 to year Ended June 30, 1996. The
Company ceased operations in June 1995. Small collections of income occurred in
the year ended June 30, 1997 in the amount of $6,139, which compared to revenues
for the year ended June 30, 1996, of $50,327. This amounted to a decrease of 88%
in revenues.
The Company had a cost of sales of $0 for year ended June 30, 1997,
compared to cost of sales of $44,343 in year ended June 30, 1996. General and
administrative for the years ended June 30, 1997 and 1996 were $6,441 and $9,787
respectively.
The operating losses for years ended June 30, 1997 and 1996 were ($302) and
($3,803), respectively. Total losses before extraordinary items were ($12,302)
in 1997 and ($11,684) in 1996. The net income for the year ended June 30, 1997
was $134,243 after extraordinary income of $146,545 due primarily to settlement
and extinguishment of trade and related party obligations. For the year ended
June 30, 1996 the net loss was ($5,904) after $5,780 of miscellaneous income.
Loss per share for year ended June 30, 1997 was $0 per share, compared to
approximately $0 per share for year ended June 30, 1996, before and after
extraordinary items.
The management of the Company does not believe that inflation has had any
material effect on the Company during the year ended June 30, 1997.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
(a)1. The following Financial Statements are filed as part of this report.
Name of Document Page
---------------- ----
Signature Page of this Report. 13
INDEPENDENT AUDITOR'S REPORT F-2
CONSOLIDATED BALANCE SHEET - June 30, 1997 F-3
CONSOLIDATED STATEMENTS OF OPERATIONS - for
the years ended June 30, 1997 and June 30, 1996 F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS - for
the years ended June 30, 1997 and 1996 F-5
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY for the Period from
July 1, 1996 through June 30, 1997 F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7
(a)2. There are no Financial Statements Schedules required to be filed as part
of this Report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
In connection with audits of two most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreements if not resolved
to the satisfaction of the former accountant would have caused him to make
reference in connection with his report to the subject matter of the
disagreement(s).
The decision to change accountants was approved by the Board of Directors
as the registrant has no audit committee.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
(a) Identification of Directors.
The present term of office of each director will expire at the next Annual
Meeting of Shareholders. The name, position with the Company, age of each
director and the period during which each director has served are as follows:
Name and Position in the Company Age Director Since
- -------------------------------- --- --------------
Keith R. Shwayder 57 1983
(Chairman of the Board, President
and Chief Executive Officer)
There was no arrangement or understanding between any director and any
other person pursuant to which any director was selected as such.
Identification of Executive Officers.
- -------------------------------------
Each executive officer will hold office until his successor is duly elected
and qualified or until his resignation or until he shall be removed in the
manner provided by the Company's bylaws. The Company's executive officers, their
ages, position with the Company and periods during which they have served are as
follows:
Name and Position in the Company Age Officers Since
- -------------------------------- --- --------------
Keith R. Shwayder 57 1984
(Chairman of the Board, President
and Chief Executive Officer)
Business Experience (1) The following is a brief account of the business
experience for at least the last five years of each director and executive
officer of the Company:
Name of Director or
Executive Officer Principal Occupation the Last Five Years
- ----------------- ----------------------------------------
Keith R. Shwayder President of the Company since July, 1991; Director of the
Company since December 1983; Chairman of the Board and Chief
Executive Officer of the Company since September, 1984;
Director of Masada, Ltd., which owned a radio station, since
March 1985; President and director of SRF Investments, Inc.
d/b/a West Coast Tel-Data, Inc. since August, 1989;
President and director of South West Tel-Data, Inc. since
October, 1989.
<PAGE>
President, director and sole shareholder of Telephone
Systems International, Inc., a holding company for wholly
owned subsidiaries of which are SRF Investments, Inc. d/b/a
West Coast Tel-Data, Inc. and South West Tel-Data, Inc.
since January 1993; President of Teletek, Inc. which
installs cable for telephone systems and operates pay
telephones, from September, 1982 to January, 1993, and from
1979 to 1981; director of Teletek, Inc. from 1979 to
January, 1993.
To the Company's knowledge, only the sole director and officer or more than
10% shareholder of the Company failed to timely file a Form 5 during the
Company's fiscal year ended June 30, 1997.
(b) Identification of Certain Significant Employees. Not applicable.
(c) Family Relationships. There are no family relationships between the
executive officers and directors of the Company.
(d) Involvement in Legal Proceedings. Not Applicable.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth for the Company's fiscal year ended June 30,
1997, the compensation paid by the Company for services rendered in all
capacities to the Company to the person who at June 30, 1997, was the chief
executive officer of the Company. No other executive officers of the Company
received salary and bonus from the Company in excess of $100,000 during such
fiscal year.
SUMMARY COMPENSATION TABLE
================================================================================
Name and Principal Position Year Annual Compensation
Salary
- --------------------------------------------------------------------------------
Keith R. Shwayder 07/01/96-06/30/97 $0
(Chairman of the Board, President, and 07/01/95-06/30/96 $0
Chief Executive Officer) 07/01/94-06/30/95 $0
================================================================================
Stock Options
No stock options were granted or exercised Company's last fiscal year ended
June 30, 1997, and the Company has no stock options outstanding at June 30,
1997.
Compensation of Directors
No director received compensation for serving on the Company's Board of
Directors.
<PAGE>
ITEM 11. SECURITY, OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) and (b) Security Ownership of Certain Beneficial Owners and Management. The
following table sets forth as of June 30, 1997, the number of shares of the
Company's no par value common stock owned by each person who owned of record, or
was known to own beneficially, more than 5% of the number of shares of the
Company's outstanding common stock, sets forth the number of shares of the
Company's outstanding common stock beneficially owned by each of the Company's
current directors and officers, and sets forth the number of shares of the
Company's common stock beneficially owned by all of the Company's current
directors and officers as a group:
Name of Beneficial Position with Amount and Nature of Class
Owner Company Beneficial Ownership
- --------------------------------------------------------------------------------
Keith R. Shwayder Chairman of the 32,504,600 77.89%
10200 E. Girard Avenue Board, Chief
Suite 309A, Building A Executive Officer
Denver, CO 80231 and Director
All Directors and Officers 32,504,600 77.89%
as a Group (1 Person)
(c) Changes in Control. There was at June 30, 1997 a contract by which Exchange
Place partners, LLC had contracted to purchase control of the Company through
the purchase of 30,626,600 shares of stock owned by Keith Shwayder. The full
purchase price had not been tendered and the agreement was executed resulting in
a change of control of the Company, however, the Company is actively seeking an
acquisition, or merger, or to be acquired, which could involve a change of
control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) and (b) Transactions with Management and Others and Certain Business
Relationships. Keith R. Shwayder allocates approximately 1% of his time to the
Company's business.
On April 20, 1997, the Board of Directors approved the acquisition of all
of the outstanding stock of Wilding Services, Inc. ("WSI"), an inactive
corporation not affiliated with any stockholder/director/officer for nominal
consideration. The purpose of the acquisition was for WSI to fulfill a proposed
contract with outdated inventory (the cost of which had previously been
substantially written down).
On June 20, 1997, the Board of Directors approved a resolution to
distribute all of the stock of WSI to shareholders of the Company, effective
June 29, 1997. Coincidental with the distribution, the Company agreed to convey
to WSI its outdated inventory, business supplies, liabilities and any potential
<PAGE>
contract opportunities to facilitate the Company's ability to find a merger
candidate. In return, the Company was to receive a non-interest bearing note
receivable from WSI for any liabilities, which might be asserted by past
creditors of the Company up to the amount of $140,000. On October 3, 1997, the
promissory note, secured by all of the assets of WSI was executed.
During fiscal 1997, the Company eliminated a total of $114,926 of trade
payables owed creditors and $35,945 owed affiliates for amounts believed
settled. The eliminations, less $4,326 in inventory and other assets conveyed to
WSI are recorded as an extraordinary item in the accompanying financial
statements. The Company is contingently liable for claims settled by these
creditors in the event of non-payment of the claims by WSI pursuant to the terms
of the promissory note described above.
Management Fees
---------------
The Company paid management fees to an entity owned by a
stockholder/director/officer, Keith Shwayder, of the Company totaling $12,000
and $10,000 for fiscal 1997 and 1996, respectively.
Rent
----
During fiscal 1997 and 1996, the Company rented its facilities from an
affiliate on a month-to-month basis. Rent expense was $1,800 and $2,950 for the
years ended June 30, 1997 and 1996, respectively.
(c) Indebtedness of Management. No director or executive officer of the Company
and no associate of any such director or executive officer was indebted to the
Company at any time since the beginning of the Company's last fiscal year in an
amount in excess of $60,000.
(d) Transactions with Promoters. Not applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Lists of Exhibits Required by Item 601 of Regulation S-B
(3.1) Articles of Incorporation, as amended, which are hereby
incorporated herein by reference to Exhibit (3.1) to the
Company's Annual Report on Form 10-K for the fiscal year June
30, 1993.
(3.2) Bylaws as amended through October 14, 1987, which are hereby
incorporated herein by reference to Exhibit (3.2) to the
Company's Annual Report on form 10- K for the fiscal year
ended June 30, 1993.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the fiscal
year ended June 30, 1997.
<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.
Dated: October 22, 1997
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
a Colorado corporation
By: /s/ Keith R. Shwayder
-----------------------------------------
President, and Chief Executive Officer
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.
Dated: October 22, 1997 /s/ Keith R. Shwayder
-----------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Financial Statements
Table of Contents
================================================================================
PAGE
----
Report of Independent Public Accountant F-2
Consolidated Financial Statements
Consolidated Balance Sheet F-3
Consolidated Statement of Operations F-4
Consolidated Statement of Cash Flows F-5
Consolidated Statement of Changes in
Stockholders' Equity (Deficit) F-6
Notes to Consolidated Financial Statements F-7
<PAGE>
GAYLEN R. HANSEN
CERTIFIED PUBLIC ACCOUNTANT
6061 South Willow Drive, Suite 230
Greenwood Village, Colorado 80111
(303)770-2595
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
October 8, 1997
To the Board of Directors
Teleconferencing Systems International, Inc.
Denver, Colorado
I have audited the accompanying consolidated balance sheet of Teleconferencing
Systems International, Inc. and subsidiary (the "Company,") as of June 30, 1997,
and the related consolidated statements of operations, cash flows and changes in
stockholders' equity (deficit) for the year ended June 30, 1997 and 1996. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Teleconferencing Systems
International, Inc. and subsidiary at June 30, 1997, and the results of their
operations and cash flows for the years ended June 30, 1997 and 1996, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue operation as a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. As discussed in Note A to the financial statements, the Company has
incurred significant recurring losses and in fiscal 1995 defaulted on its notes
payable to a financial institution. Subsequent to June 30, 1995, the Company's
activities have been primarily liquidation of operating assets and settlement of
obligations to employees and creditors. These issues raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note A. The financial
statements do not include any adjustments to reflect the possible future effect
on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the outcome of this
uncertainty.
/s/ Gaylen R. Hansen
- ---------------------------
Gaylen R. Hansen
F-2
<PAGE>
- --------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Balance Sheet
================================================================================
June 30,
1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 204
- --------------------------------------------------------------------------------
$ 204
================================================================================
STOCKHOLDERS' EQUITY (DEFICIT)
Contingencies (Note B)
Common stock, stated no par value per share;
authorized 100,000,000 shares; issued and
outstanding 41,733,000 shares $ 41,733
Additional paid-in capital 925,124
Accumulated deficit (966,653)
- --------------------------------------------------------------------------------
$ 204
================================================================================
See accompanying Notes.
F-3
<PAGE>
- --------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Statement of Operations
================================================================================
Year Ended
June 30,
--------------------------------
1997 1996
- --------------------------------------------------------------------------------
NET SALES $ 6,139 $ 50,327
COST OF SALES - (44,343)
- --------------------------------------------------------------------------------
GROSS PROFIT 6,139 5,984
SELLING, GENERAL AND ADMINISTRATIVE (6,441) (9,787)
- --------------------------------------------------------------------------------
OPERATING LOSS (302) (3,803)
- --------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Other income and (expenses) - 2,119
Management fees charged by affiliates (12,000) (10,000)
- --------------------------------------------------------------------------------
Total other income (expense) (12,000) (7,881)
- --------------------------------------------------------------------------------
LOSS BEFORE EXTRAORDINARY ITEM (12,302) (11,684)
EXTRAORDINARY ITEM -
SETTLEMENT AND EXTINGUISHMENT OF
TRADE AND RELATED PARTY AMOUNTS PAYABLE 146,545 5,780
- --------------------------------------------------------------------------------
NET INCOME (LOSS) $ 134,243 $ (5,904)
================================================================================
INCOME (LOSS) PER SHARE:
BEFORE EXTRAORDINARY ITEMS $ - $ -
EXTRAORDINARY ITEM - -
- --------------------------------------------------------------------------------
NET INCOME (LOSS) PER SHARE $ - $ -
================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 41,733,000 41,733,000
================================================================================
See Accompanying Notes
F-4
<PAGE>
<TABLE>
<CAPTION>
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Statement of Cash Flows
Year Ended
June 30,
-------------------------
1997 1996
-------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ 134,243 $ (5,904)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts receivable 576 39,387
Inventories 5,851 44,149
Prepaid expenses 196 2,754
Payable to affiliates (20,707) 51,207
Accounts payable (120,795) (40,042)
- ---------------------------------------------------------------------------------------
Net cash flows from (used for) operating activities (636) 91,551
- ---------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of other assets - -
- ---------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments to financial institution - (138,382)
Borrowings from financial institution - -
- ---------------------------------------------------------------------------------------
Net cash flows from (used for) financing activities - (138,382)
- ---------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH (636) (46,831)
CASH - BEGINNING OF PERIOD 840 47,671
- ---------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 204 $ 840
=======================================================================================
See Accompanying Notes.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
=====================================================================================================
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances, July 1, 1995 41,733,000 $41,733 $925,124 $(1,094,992) $(128,135)
Net (loss) - - - (5,904) (5,904)
- ------------------------------------------------------------------------------------------------------
Balance at June 30, 1996 41,733,000 41,733 925,124 (1,100,896) (134,039)
Net income - - - 134,243 134,243
- ------------------------------------------------------------------------------------------------------
Balance at June 30, 1997 41,733,000 $41,733 $925,124 $ (966,653) $ 204
=======================================================================================================
See Accompanying Notes.
F-6
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
================================================================================
Note A - Summary of Significant Accounting Policies
Organization
- ------------
Teleconferencing Systems International, Inc. (TSI, or the "Company,") was
incorporated on December 19, 1983. Through June 30, 1995, TSI's operations
included the design, manufacture and marketing of an audio teleconferencing
product as well as the distribution of certain non- manufactured conferencers.
On June 30, 1995, the Company discontinued these activities except as discussed
in the following paragraph.
Continued Operations
- --------------------
The accompanying financial statements have been prepared assuming that the
Company will continue operation as a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred significant recurring losses, and in fiscal
1995 defaulted on its notes payable to a financial institution. As a result, on
April 21, 1995, the financial institution notified the Company that if the
business was not sold, or a plan for an orderly liquidation of the assets not
submitted by May 31, 1995, it would exercise its rights or remedies according to
the loan documents. Accordingly, the Company has taken steps and adopted a plan
to liquidate its assets in order to repay the obligations owed the financial
institution. During fiscal 1996, the obligations owed the financial institution
were repaid from proceeds collected on outstanding accounts receivable and other
assets. Subsequent to June 30, 1995, the Company's activities have been
primarily liquidation of operating assets and settlement of obligations to
employees and creditors.
The Company's ability to continue as a going concern is dependent upon several
factors, including identification of a new business activity, achieving and
maintaining profitable operations from engaging in the new business activity,
and obtaining sufficient significant additional long-term debt and/or equity
financing to meet its obligations.
Principles of Consolidation
- ---------------------------
During 1992, Alpha Communications Service Company (Alpha), a wholly owned
subsidiary, was formed, but is currently inactive. The consolidated financial
statements include the accounts of TSI and Alpha. All intercompany transactions
have been eliminated.
Use of Estimates
- ----------------
Preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results inevitably will differ from those estimates, and such differences
may be material to the financial statements.
F-7
<PAGE>
- --------------------------------------------------------------------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
================================================================================
Net Income (Loss) Per Common Share
- ----------------------------------
Net income (loss) per common share is based on the weighted average number of
common shares outstanding during the period.
Income Taxes
- ------------
The Company accounts for income taxes under the liability method, whereby
current and deferred tax assets and liabilities are determined based on tax
rates and laws enacted as of the balance sheet date applied to temporary
differences between the book and tax basis of assets and liabilities. Deferred
tax expense represents the change in the deferred tax asset/liability balance.
Note B - Related Party Transactions, Contingent Liabilities and Extraordinary
Item
Contingent Liabilities and Extraordinary Item
- ---------------------------------------------
On April 20, 1997, the Board of Directors approved the acquisition of all of the
outstanding stock of Wilding Services, Inc. ("WSI"), an inactive corporation not
affiliated with any stockholder/director/officer for nominal consideration,
effective April 30, 1997. The purpose of the acquisition was for WSI to fulfill
a proposed contract with outdated inventory (the cost of which had previously
been substantially written down).
On June 20, 1997, the Board of Directors approved a resolution to distribute all
of the stock of WSI to shareholders of the Company, effective June 29, 1997.
Coincidental with the distribution, to facilitate the Company's ability to find
a merger candidate, the Company agreed to convey to WSI its outdated inventory,
business supplies, liabilities and any potential contract opportunities. In
return, the Company was to receive a non-interest bearing note receivable from
WSI for any liabilities, which might be asserted by past creditors of the
Company up to the amount of $140,000. On October 3, 1997, the promissory note,
secured by all of the assets of WSI was executed.
During fiscal 1997, the Company eliminated a total of $114,926 of trade payables
owed creditors and $35,945 owed affiliates for amounts believed settled. The
elimination's, less $4,326 in inventory and other assets conveyed to WSI, are
recorded as an extraordinary item in the accompanying financial statements. The
Company is contingently liable for claims settled with these creditors in the
event of non-payment of the claims by WSI pursuant to the terms of the
promissory note described above.
Management Fees
- ---------------
The Company paid management fees to an entity owned by a
stockholder/director/officer of the Company totaling $12,000 and $10,000 for
fiscal 1997 and 1996, respectively.
F-8
<PAGE>
Rent
- ----
During fiscal 1997 and 1996, the Company rented its facilities from an affiliate
on a month-to-month basis. Rent expense was $1,800 and $2,950 for the years
ended June 30, 1997 and 1996, respectively.
Note C - Income Taxes
As of June 30, 1997, the Company had net operating loss carryforwards totaling
approximately $710,000 that may be offset against future taxable income, if any.
These loss carryforwards expire in varying amounts from 1998 through 2012. In
addition, the Company has a capital loss carryforward of approximately $40,000.
The use of these carryforwards amounts is limited in the event of significant
changes in the Company's ownership.
A tax benefit has not been reported in the accompanying financial statements for
the operating loss and capital loss carryforwards because the Company is
uncertain as to the likelihood of utilization. Accordingly, the approximate tax
benefit of $110,000 of the carryforwards has been offset by a valuation
allowance of the same amount.
F-9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from audited
financial statements for period ended June 30, 1997 and reference is made to the
notes accompanying such financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 204
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 204
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 204
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 41,733
<OTHER-SE> 925,124
<TOTAL-LIABILITY-AND-EQUITY> 204
<SALES> 6,139
<TOTAL-REVENUES> 6,139
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,441
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,302)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 146,545<F1>
<CHANGES> 0
<NET-INCOME> 134,243
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>See Note B to financial statements regarding spin-off of assets and
liabilities.
</FN>
</TABLE>
