64633\80437:
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-13910
THE FURIA ORGANIZATION, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-3931129
- -------------------------------- -------------------
(State or other Jurisdiction (IRS Employer
of incorporation or organization Identification No.)
P.O. Box 795517, Dallas, Texas 75379-5517
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (972) 239-2290
Securities registered pursuant to
Section 12(b)of the Exchange Act:
None.
Securities registered pursuant to
Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Sections 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 [ ] No [X]
Check if there is no disclosure of delinquent filers in response
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. $0.00.
The number of shares outstanding of common stock as of June 30,
1997 was 11,852,260. There was no established published market
value for the Registrant's stock during the last fiscal year.
Although there were published bid and asked prices, Registrant
believes the quotes were too sparse and varied to be indicative
of an established market value.
<PAGE>
THE FURIA ORGANIZATION, INC.
FORM 10-KSB
ANNUAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
PART I
ITEM 1. BUSINESS
THE FURIA ORGANIZATION, INC. (the "Company"), was
incorporated as Furia, Oringer Productions, Inc. under the laws
of the State of Delaware on June 26,1984 for the purpose of
writing and producing film and tape television programs and
theatrical motion pictures. In 1989 the Company transferred
certain entertainment properties to a former officer and
director. In 1991, the Company transferred and assigned its
remaining entertainment properties, together with the liabilities
for residuals and participations relating to these properties, to
an entity that was not affiliated with the Company. In 1993,
Madison Fashions, Inc. a Delaware corporation ("Madison"), merged
(the "Merger") with and into a wholly owned subsidiary of the
Company. Madison's principal asset, which the Company acquired in
the Merger, was 81% of the issued and outstanding shares of Pat
Fashions Industries, Inc., a Delaware corporation ("PFI"), and an
option to acquire the remaining 19% outstanding shares of PFI
(the "Option"). PFI was in the wholesale distribution of popular-
priced women's, girls, men's and boys' wearing apparel. The
Company managed PFI as an operating subsidiary until April 1994
when PFI filed a Petition in Bankruptcy under Chapter 11 seeking
the reorganization of PFI. The Chapter 11 was converted to a
Chapter 7 proceeding an PFI was liquidated. The Company has been
seeking a merger or combination candidate in any industry and has
been inactive since May 1994.
The Company's existence as a going concern is primarily
dependent upon the continued support of its Board of Directors.
The Company has not had any salaried employees since May
1994. The Company currently has one officer who devotes only a
portion of his time to the Company.
<PAGE>
ITEM 2. PROPERTIES
The Company's assets primarily consist of cash and non-
marketable securities.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote of the Company's security
holders during the fiscal year ended June 30, 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is currently no established trading market for the
Company's Common Stock. Trading in the Common Stock of the
Company, which occurs from time to time on the over-the-counter
market, has been sporadic and quotations are only sometimes
published. Due to the infrequency of trades during the past
three years, the Company does not believe that there is an
established public trading market for its Common Stock.
As of June 30, 1997, there were 639 holders of record of the
Company's Common Stock. There have been no dividends paid or
declared since the inception of the Company, and the Company's
present financial condition does not permit the payment of
dividends. The Company cannot predict when, if at all, it will
commence payment of dividends.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
Financial Condition.
- --------------------
The Company had no operations for fiscal year 1997.
Subsequent Events.
- ------------------
On February 20, 1998, the holders of a majority of the
Company's outstanding shares authorized the Company to amend its
Certificate of Incorporation to (a) increase the number of
authorized shares of Company common stock from 15,000,000 shares
to 200,000,000 and increase the number of authorized shares of
preferred stock from 5,000,000 to 50,000,000 shares, and (b)
decrease the par value of the Company's common stock from $.01
per share to $.0001 per share. The Certificate of Amendment of
Certificate of Incorporation of The Furia Organization, Inc. was
filed in the office of the Secretary of State for the State of
Delaware on February 25, 1998.
The Company has not operated for the last four years;
however, on March 6, 1998 and as a part of management's plan to
have the Company continue to operate in the foreseeable future,
the Company executed and consummated a Stock Purchase Agreement
(the "Agreement") among Americom Telecommunications Corporation,
a Delaware corporation ("ATC"), the Company and various
shareholders of ATC. Pursuant to the terms of the Agreement, the
Company issued 75,000,000 shares of its common stock to the
former shareholders of ATC in exchange (the "Exchange") for all
of the outstanding shares of ATC. Following the Exchange, the
former shareholders of ATC owned approximately seventy-five
percent (75%) of the outstanding shares of the Company, resulting
in a change of control of the Company. As a result of the
Exchange, ATC became a wholly-owned subsidiary of the Company.
<PAGE>
ATC was founded in 1998 for the purpose of acquiring
companies and other entities involved in the telecommunications
and communications business, particularly those serving the
Hispanic community. ATC plans to expand its business through
selective acquisitions of new or existing communications
companies that possess licenses, permits and similar
authorizations or have certain relationship or reliances that
give it competitive advantages in the markets in which it
operates. The management team of ATC has a strong history in
serving the Hispanic markets and in bilingual, bicultural
communications, which provides it with a strong base from which
to expand its operations.
On January 5, 1998, ATC purchased from Paul Stevens twenty-
four percent (24%) of the outstanding ownership interests of
Telemiami, Inc., the operator of Telemiami Cable Network, a
leased-access cable channel that serves approximately 400,000
subscribers in the Miami-Dade County market in Florida in a
transaction valued at approximately $2.0 million. ATC has
recently reached an agreement to acquire Bonanova Corp., a
corporation that controls all copyrights and licensing rights for
the literary works of Facundo Cabral, an internationally known
author, composer and concert personality. Bonanova is also in the
process of establishing a worldwide internet distribution network
of Mr. Cabral's literary works. ATC is also completing
negotiations for the acquisition of certain other communication
companies as well as a joint venture in central Mexico.
Deferred Tax Assets.
- --------------------
At June 30, 1997, the Company had deferred assets totaling
$297,000. The deferred tax assets are the result of net operating
losses and have been fully reserved valuation allowances because
it is more likely than not that the deferred tax assets will not
be realized based on the weight of available evidence.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995.
- -----------------------------------------------------------------
Forward-looking statements in this report, including without
limitation, statements relating to the adequacy of the Company's
resources and any anticipated changes of the Company's business
following the consummation of the Stock Purchase Agreement, are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are
cautioned that such forward-looking statement involve risks and
uncertainties, including without limitation; potential quarterly
fluctuation in sales; risks associated with acquisitions and
expansion, and other risks and uncertainties indicated from time
to time in the Company's filings with the Securities and Exchange
Commission.
Year 2000 Compliance
- --------------------
The Company is aware of the issues associated with the
programming code in existing computer systems and software as the
millennium (year 2000) approaches. The Company intends to
address problems with the "year 2000" issue during the upcoming
fiscal year. Management has not yet assessed the "year 2000"
compliance expense and related potential effect on the Company's
earnings.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
Index to Financial Statements F-1
Report of Independent Certified Public
Accountants (Weinberg & Company, P.A.) F-2
Consolidated balance sheets at June 30,1997,
1996 and 1995 F-3
Consolidated statements of operations for
the years ended June 30, 1997, 1996 and 1995 F-4
Consolidated statements of cash flows for
the years ended June 30, 1997, 1996 and 1995 F-5
Notes to Consolidated Financial Statements F-6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
Directors and Officers
----------------------
Name Age Positions Held
- ---------------------- ---- --------------
Waylon E. McMullen 51 President, Secretary and
Director
Mr. McMullen has been President of Waylon E. McMullen, P.C.,
a law firm, from 1991 until the present. Prior to that Mr.
McMullen was President of Akin & McMullen, P.C., a law firm, or
its successors from 1971.
<PAGE>
Section 16 Beneficial Ownership Reporting Compliance
-----------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers
and persons who own more than ten percent (10%) of the Company's
common stock to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes
in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten percent (10%)
shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file. To
the Company's knowledge, based solely on the review of the copies
of such reports filed during the fiscal year ended June 30, 1997,
all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent (10%) beneficial owners
were complied with, except Waylon E. McMullen filed late his Form
5 Annual Statement of Beneficial Ownership of Securities Report
that was due on or about August 14, 1997.
The following table sets forth certain information regarding
the ownership of Company common stock as of March 6, 1998, based
on information obtained from such persons, the Company's records
and schedules required to be filed with the Company, with respect
to (i) each shareholder known by the Company to own beneficially
five percent (5%) or more of such outstanding Common Stock, (ii)
each current director and executive officer of the Company, and
(iii) all executive officers of the Company as a group. Except as
otherwise indicated below, each of the entities or persons named
in the table has sole voting and investment power with respect to
all shares of common stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares Percent of Class(1)
------------------------------------ ---------------- -------------------
<S> <C> <C>
Time For a Change, Inc. 13,351,449 13.3%
14561 Dallas Parkway, Suite 123
Dallas, Texas 75251
Cheryl L. McMullen(2) 13,351,449 13.3%
14561 Dallas Parkway, Suite 123
Dallas, Texas 75251
Paul Stevens(3) 46,239,270 46.2%
2127 Brickel Avenue PH3802
Miami, Florida 33129
John Charles Skip Headen 18,195,000 18.2%
18523 Michaelangelo Drive
Dallas, Texas 75287
-- --
Waylon E. McMullen(4)
3113 Sleepy Hollow
Plano, Texas 75093
All directors and officers as a group (one -- --
person)
- ------------------
(1) Based upon 100,214,209 shares of Company common stock
outstanding as of March 6, 1998.
(2) Ms. McMullen is the president and controlling shareholder of
Time for a Change, Inc., and therefore may be deemed to
beneficially own the shares held by Time for a Change, Inc.
Ms. McMullen is the wife of Waylon E. McMullen, the
president and sole director of the Company.
(3) These shares include a aggregate of 20,000,000 shares
beneficially owned by Mr. Stevens' adult children (none of
whom individually beneficially own five percent or more of
the Company's outstanding common stock) who reside with
Mr. Stevens. Mr. Stevens disclaims beneficial ownership of
these shares.
(4) Mr. McMullen is the husband of Cheryl L. McMullen, the
president and controlling shareholder of Time For a Change,
Inc. Mr. McMullen disclaims any beneficial ownership of the
shares held by Time For a Change, Inc.
</TABLE>
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
-----------------------
The Company has not paid any compensation to any officer or
director during the three year period ending June 30, 1997.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
---------------------------------------------------
No Officer or Director of the Company beneficially owns five
percent or more of the Company's Common Stock. A change in
control of the company occurred upon the consummation of the
Stock Purchase Agreement. See "Management's Discussion and
Analysis or Plan of Operation - Subsequent Events." The Company
does not know of any other arrangement or pledge of its
securities by persons now considered in control of the Company
that might result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
None.
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
(a) 1. Financial Statements.
The financial statements and schedule listed in the
accompanying index to financial statements are filed as part
of this annual report.
2. Exhibits.
No. Exhibit
------- ---------------------------------------
2.1 Stock Purchase Agreement dated
March 6, 1998 among the Company,
American Telecommunications, Inc.
("ATC") and various shareholders of ATC
(filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March
6, 1998 and incorporated herein by
reference).
3.1 Certificate of Incorporation of the
Company (filed as Exhibit 3(a) to the
Company's Registration's Statement on
Form 10 and file no. L.A.) effective May
14, 1985 (the "Registration Statement")
and incorporated herein by reference).
3.2 Certificate of Amendment to
Certificate Incorporation (filed
herewith)
3.3 By-laws of the Company (filed as
Exhibit 3(b) to the Registration
Statement and incorporated herein by
reference).
27.1 Financial Data Schedule. (filed
herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE FURIA ORGANIZATION, INC.
By: /s/ Waylon E. McMullen
-----------------------------
Waylon E. McMullen, President
Date: May 26, 1998
<PAGE>
Index to Financial Statements F-1
Report of Independent Certified Public
Accountants (Weinberg & Company, P.A.) F-2
Consolidated balance sheets at June 30,1997,
1996 and 1995 F-3
Consolidated statements of operations for
the years ended June 30, 1997, 1996 and 1995 F-4
Consolidated statements of cash flows for
the years ended June 30, 1997, 1996 and 1995 F-5
Notes to Consolidated Financial Statements F-6
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Board of Directors of:
The Furia Organization, Inc.
We have audited the accompanying consolidated balance sheets of
The Furia Organization, Inc. and Subsidiary as of June 30, 1997,
1996 and 1995 and the related consolidated statements of
operations, stockholders'(deficiency) and cash flows for the
years then ended. 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 audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of The Furia Organization, Inc. and Subsidiary as of
June 30, 1997, 1996, 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to these financial statements, the Company has been
substantially inactive since 1987, which raises substantial doubt
about its continued existence as a going concern. Management's
plans in regard to this matter are also described in Note 1. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 9, 1998
F-2
<PAGE>
THE FURIA ORGANIZATION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1997, 1996 and 1995
----------------------------------
ASSETS
------
1997 1996 1995
---------- ---------- ----------
Current Assets $ -- $ -- $ --
---------- ---------- ----------
TOTAL ASSETS $ -- $ -- $ --
---------- ---------- ----------
LIABILITIES AND STOCKHOLDERS'(DEFICIENCY)
-----------------------------------------
Current Liabilities
Note Payable $ -- $ -- $1,108,502
Accrued Interest 197,728
Accounts Payable and
Other Accrued Liabilities 10,735 5,735 29,735
---------- ---------- ----------
TOTAL LIABILITIES 10,735 5,735 1,335,965
---------- ---------- ----------
Stockholders' (Deficiency)
Convertible Preferred Stock-
$0.0001 par value,
50,000,000 shares authorized,
3,001,000 shares issued and
outstanding 300 300 300
Common Stock - $0.0001 par
value, 200,000,000 shares
authorized, 11,862,760,
11,362,760 and 6,882,260 shares
issued and outstanding at
June 30, 1997, 1996, and
1995, respectively 1,186 1,136 688
Additional Paid-In
Capital 6,385,971 6,381,021 4,911,914
Donated Capital 14,972 14,972 14,972
Accumulated Deficit (6,413,164) (6,403,164) (6,263,839)
---------- ---------- ----------
TOTAL STOCKHOLDERS'
(DEFICIENCY) (10,735) (5,735) (1,335,965)
----------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS'(DEFICIENCY) $ -- $ -- $ --
=========== ========== ==========
See accompanying notes to financial statements
F-3
<PAGE>
THE FURIA ORGANIZATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
1997 1996 1995
----------- ----------- -----------
REVENUES $ -- $ -- $ --
----------- ----------- -----------
TOTAL REVENUE $ -- $ -- $ --
----------- ----------- -----------
Professional fees 10,000 20,700 9,000
Interest expense -- 118,625 127,477
----------- ----------- -----------
NET LOSS $ (10,000) $ (139,325) $ (136,477)
=========== =========== ===========
Loss Per Common Share $ (0.0009) $ (0.0199) $ (0.0198)
=========== =========== ===========
Weighted Average
Number of Common Shares
Outstanding 11,736,733 7,005,589 6,882,260
=========== =========== ===========
See accompanying notes to financial statements
F-4
<PAGE>
THE FURIA ORGANIZATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
1997 1996 1995
----------- ----------- ----------
Cash Flows from Operating
Activities:
Net Loss $ (10,000) $ (139,325) $ (136,477)
Adjustments to Reconcile
Net Loss to Net Cash
Provided (Used) by
Operating Activities:
Increase (Decrease)in
Accounts Payable and
Accrued Liabilitie 10,000 20,700 9,000
Accrued Interest - 118,625 127,477
---------- ---------- ----------
Total Adjustments 10,000 139,325 136,477
---------- ---------- ----------
Net Cash Provided (Used)
by Operating Activities -- -- --
---------- ---------- ----------
Cash Flows From Investing
Activities -- -- --
---------- ---------- ----------
Cash Flows From
Financing Activities -- -- --
---------- ---------- ----------
Net Increase
(Decrease) in Cash -- -- --
Cash at Beginning
of Year -- -- --
---------- ---------- ----------
Cash at End of Year $ -- $ -- $ --
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
On June 1, 1996, the Company issued 10,500 shares of common
stock in settlement of a note payable and related accrued
interest of $1,108,502 and $316,353, respectively.
On June 21, 1996, the Company issued 4,470,000 shares of
common stock for payment of certain professional fees
incurred and accrued in fiscal years 1996 and prior.
On October 1, 1996, the Company issued 500,000 shares of
common stock for payment of professional fees incurred in
fiscal year 1997.
See accompanying notes to financial statements
F-5
<PAGE>
THE FURIA ORGANIZATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
NOTE 1 - GOING CONCERN
- -----------------------
The Furia Organization, Inc., (the Company) has been
inactive for the past three years and was seeking a
candidate for a merger or business combination. (See
Subsequent Events) The accompanying financial
statements have been prepared in conformity with
generally accepted accounting principles, which
contemplate continuation of the Company as a going
concern.
The Company's continued existence as a going concern is
substantially in doubt since such existence is solely
dependent upon the continued support of its Board of
Directors which, in turn, may be influenced by the
Company's ability to secure appropriate sources of
financing, if required, for its recently concluded
combination. (See Subsequent Events) The financial
statements do not include any adjustments that might
result from the outcome of this uncertainty.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------
Organization
------------
The Company was incorporated under the laws of the
State of Delaware on June 26, 1984.
Principles of Consolidation
---------------------------
The accompanying financial statements include the
accounts of the Company and its wholly-owned inactive
subsidiary, TFC, Inc. a corporation organized under the
laws of Delaware. All inter-company accounts and
transactions have been eliminated in consolidation.
Statement Of Cash Flows
-----------------------
For purposes of this statement, the Company considers
all liquid investments purchased with an original
maturity of three months or less to be cash equivalent.
Loss Per Common Share
---------------------
Loss per common share is computed by dividing net loss
by the average number of common shares outstanding
during the period.
F-6
<PAGE>
THE FURIA ORGANIZATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ----------------------------------------------------------------
Use of Estimates
----------------
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
effect the amounts reported in the financial statements
and accompanying notes. Actual results could differ
from those estimates.
NOTE 3 - DEFAULT ON NOTE PAYABLE AND CONVERSION TO EQUITY
- ----------------------------------------------------------
On December 16, 1993 the Company issued a note payable
in the amount of $1,108,502 and incurred other
liabilities relating to the acquisition of a wholly
owned subsidiary which subsequently filed for
bankruptcy in early 1994. The note which matured on
May 19, 1994 was not paid and had been in default since
that date. Interest had accrued on the unpaid
principal balance at the rate of Prime plus 2% per
annum through May 19, 1994 and the penalty rate of
Prime plus 3.5% per annum thereafter. Under a
settlement agreement dated June 1, 1996, the note
payable in the principal amount of $1,108,502 and the
related accrued interest of $316,353 was satisfied
through the issuance to the creditor of 10,500 shares
of common stock of the Company. The shares were
physically issued in March 1998.
NOTE 4 - INCOME TAXES
- ----------------------
The Company provides for the tax effects of
transactions reported in the financial statements. The
provision, if any, consists of taxes currently due plus
deferred taxes related primarily to differences between
the basis of assets and liabilities for financial and
income tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return
consequences of those differences, which will either be
taxable or deductible when the assets and liabilities
are recovered or settled. As of June 30, 1997, 1996,
and 1995 the Company had no material current tax
liability, deferred tax assets, or liabilities.
As of June 30, 1997, the Company had available, for
income tax purposes, net operating loss carryforwards
aggregating approximately $875,000 expiring at various
amounts from June 30, 2002 through June 30, 2009.
F-7
<PAGE>
THE FURIA ORGANIZATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
NOTE 5 - SUBSEQUENT EVENTS
- ---------------------------
(a) Change of Authorized Shares and Par Value
---------------------------------------------
On February 20, 1998 the Company's shareholders passed
a resolution to (i) increase the Company's authorized
Common Stock to 200,000,000 from 15,000,000, and the
authorized Preferred Stock to 50,000,000 from
5,000,000, and (ii) change the par value of both the
Company's Common Stock and Preferred Stock to $0.0001
from $0.01 per share. The Certificate of Amendment to
the Certificate of Incorporation was filed with the
Delaware Secretary of State on February 23, 1998. All
amounts and per share data in this report have been
restated to reflect the change in authorized shares and
par value. As a result of the change in par value of
the Common Stock, amounts of $117,442, $112,492, and
$68,135 were reclassed from Common Stock to additional
paid-in capital at June 30, 1997, 1996, and 1995
respectively. As a result of the change in par value
of the Preferred Stock, an amount of $29,710 was
reclassed from Preferred Stock to additional paid-in
capital at June 30, 1997, 1996, and 1995.
(b) Conversion of Series A Preferred Stock to Common Stock
----------------------------------------------------------
On March 5, 1998, Time For A Change, Inc.,("TFAC") a
Texas corporation and the beneficial owner of 3,001,000
shares of Series A Convertible Preferred Stock, ("TFAC
shares") notified the Company of its election to
convert the TFAC shares into common stock of the
Company in accordance with the conversion rights set
forth in the Company's Certificate of Designation,
Preferences, and Rights of the Series A Preferred
Stock, as amended (the "Certificate of Designation").
Pursuant to the Certificate of Designation, each share
of Series A Convertible Preferred Stock was convertible
into 4.449 shares of the Company's common stock. In
connection with the conversion of TFAC shares, the
Company issued to TFAC 13,351,449 shares of the
Company's common stock, which as of March 5,1998
constituted approximately 53% of the total issued and
outstanding shares, and cancelled 3,001,000 shares of
the issued and outstanding Series A Preferred Stock.
TFAC is controlled by certain family members of the
sole director and officer of the Company.
F-8
<PAGE>
THE FURIA ORGANIZATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
------------------------------------------------
(c) Acquisition
---------------
On March 6, 1998, the Company consummated a Stock
Purchase Agreement (the "Purchase Agreement") to
acquire 20,000,000 shares representing 100% of the
issued and outstanding common stock of Americom
Telecommunications Corporation ("ATC") in exchange for
75,000,000 shares of the Company's common stock. (the
"exchange"). ATC was founded in 1998 for the purpose of
acquiring companies and other entities involved in the
telecommunications and communications business,
particularly those serving the Hispanic Community. As
a result of the exchange, the ATC shareholders have
acquired approximately a 75% beneficial interest in the
Company's common stock. Immediately following the
exchange, ATC became a wholly owned subsidiary of the
Company. Generally accepted accounting principles
require that the company whose stockholders retain the
majority interest in a combined business be treated as
the acquirer for accounting purposes. As a result, the
ATC acquisition will be accounted for as a
recapitalization of ATC using the purchase method of
accounting for financial reporting purposes.
Accordingly, the Company's financial statements
immediately following the acquisition will be as
follows: (1) the balance sheet will consist of ATC's
net assets at historical costs and the Company's net
assets at fair market value (acquired cost) and (2) the
statement of operations will include ATC's operations
for the period presented and the Company's operations
from March 6, 1998.
F-9
<PAGE>
INDEX TO EXHIBITS
-----------------
No. Exhibit
------- ---------------------------------------
2.1 Stock Purchase Agreement dated
March 6, 1998 among the Company,
American Telecommunications, Inc.
("ATC") and various shareholders of ATC
(filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March
6, 1998 and incorporated herein by
reference).
3.1 Certificate of Incorporation of the
Company (filed as Exhibit 3(a) to the
Company's Registration's Statement on
Form 10 and file no. L.A.) effective May
14, 1985 (the "Registration Statement")
and incorporated herein by reference).
3.2 Certificate of Amendment to
Certificate Incorporation*
3.3 By-laws of the Company (filed as
Exhibit 3(b) to the Registration
Statement and incorporated herein by
reference).
27.1 Financial Data Schedule.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE FURIA ORGANIZATION, INC.
The President and Secretary of THE FURIA ORGANIZATION, INC.
(the Corporation), a corporation organized and existing under and
by virtue of the General Corporation Law of the State of
Delaware, do hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation
is hereby amended by deleting such Section in its entirety and
substituting a new Section 4.(a) Which shall read in its entirety
as follows:
4.(a) The total number of shares the Corporation is
authorized to issue is 250,000,000 shares, consisting of
200,000,000 shares of Common Stock having a par value of
$.0001 per share and 50,000,000 shares of Preferred Stock
having a par value of $.0001 per share.
SECOND: That said amendments were duly adopted in
accordance with provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its President and attested by its
Secretary this 20th day of February, 1998.
/s/ Waylon E. McMullen
---------------------------------
Waylon E. McMullen, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS OF THE FURIA ORGANIZATION, INC. FOR THE YEARS ENDED JUNE
30, 1997, 1996 AND 1995 AND SUCH INFORMATION IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 10,735
<BONDS> 0
0
300
<COMMON> 1,186
<OTHER-SE> (10,375)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 10,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (10,000)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,000)
<EPS-PRIMARY> (.001)
<EPS-DILUTED> (.001)
</TABLE>
