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 December 31, 1996
Commission File Number 0-13338
INFOAMERICA, INC.
Colorado 84-0853869
(State or other juris- (IRS Employer
diction of incorpora- Identification
No.) tion or organization)
2600 Canton Court
Suite G
Fort Collins, Colorado 80525
(970) 221-5599
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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 and, (2) has been subject to such filing requirements
for the past 90 days. YES [X] NO [ ]
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]
Issuer's revenues for fiscal year 1996 were $732,345. The
aggregate market value of the Registrant's voting stock held
as of December 31, 1996 by nonaffiliates of the Registrant
was $0.00.
As of December 31, 1996, Registrant had 3,542,981 shares of
its $0.025 par value common stock outstanding. An additional
209,199 shares have been authorized but not issued as of
December 31, 1996. After issuing these 209,199 shares, the
number of outstanding shares will total 3,752,180.
PART I
ITEM 1. BUSINESS
(a) General Development of Business. InfoAmerica, Inc.
("Company") was incorporated under the laws of the state of
Colorado on June 9, 1981. The Company operated as a Colorado
general partnership from October, 1980 until its
incorporation.
Prior to 1986, the Company provided a unique advertising
medium targeted at travelers, tourists and conventioneers.
From 1986 to 1989 the Company focused almost exclusively on
the financial institution marketplace and made its software
compatible with hardware available from major automated
teller machine (ATM) vendors. Since 1990, the Company
has devoted part of its resources to software consulting and the balance
to the development and marketing of a product for the fast-
food industry.
(b) Financial Information About Industry Segments.
Since inception the Company's revenues, operating profits and
losses and identifiable assets have been attributable to one
industry segment-the production, marketing, consulting and
operation of touchscreen, interactive video information
systems and software.
(c) Narrative Description of Business. The Company's
primary business has been the licensing of software to
operate touch sensitive computer systems targeted for the
fast food industry.
(i) Product, Marketing and Sales.
Product
General. The current version of the Company's software
has been designated as Touchware-4.0. The Touchware-4.0
software activates a Point of Sale (POS) terminal for use by
either a clerk or a customer when a user touches the video
monitor. Once a touch is made, the video monitor displays
several options the user can select from, called a "menu".
Using a menu type approach, the user can view and select from
a series of displays on the monitor. This allows users to
move quickly from general categories to the specific
information being sought. This process, from general to
specific, is accomplished by a series of well organized menus
controlled by the Touchware-4.0 software. The Touchware-4.0
software permits a user to have easy access to computer- based
information as well as place orders in a retail environment. The Company
believes that its software, coupled with touchscreen, color
graphics based hardware, is simple to use and is considered
"user friendly".
Benefits of the System. The Company believes that its
software executing on a POS or Customer Activated Terminal
(CAT) allows fastfood clerks and customers to place their
orders more accurately and faster compared to more
traditional ordering methods. Additionally, with increases in
the minimum wage, employee health care costs and difficulty
in hiring qualified personnel, fast-food operators are
searching for methods to improve the productivity of an
increasingly expensive labor supply.
CATs, in particular, seem to offer the benefit of handling
the same or more customers without adding additional labor.
Also, the CAT has provided the following benefits to fast-
food operators: 1) improved customer satisfaction, and 2)
perceived faster speed of service.
Marketing and Sales
The Company developed the Touchware-4.0 software product to
satisfy the needs of the fast-food industry. The Company has
been marketing products directly to major chain fast food
accounts. The Company's continued success will depend on its
ability to market the Touchware-4.0 software to the fast-food
industry. As of December 31, 1996, the Company has
installations and pilots in progress within the fast-food
industry. There is no assurance that the Company will be
successful with its fastfood products nor that it will be
able to successfully market these products to the fastfood
industry.
Exclusive Licensees.
In May, 1993, the Company signed an exclusive licensing
agreement with a major fast food chain to provide the
Touchware 350 product(earlier version of Touchware 4.0).
This exclusive license lapsed on January 1, 1994.
Other Marketing Arrangements.
(i) Status of Product. As of December 31, 1996,
the Company continues to pilot and develop the Touchware-4.0
software product for the fast-food industry.
(ii) Raw Materials. Not applicable.
(iii) Patents, Trademarks and Licenses. The
Company filed a patent application for its Touchware 350
software technology during 1995. The Company has registered
its trade names and service mark with the U.S. Patent and
Trademark Office. The Company has received copyrights on its
Touchware200 and 300 software products from the U.S.
Copyright Office.
(iv) Seasonality. The Company's business is not
seasonal in nature.
(v) Working Capital Items. The nature of the
Company's business does not require that it carry significant
amounts of inventory or that it be prepared to meet rapid
delivery require ments of customers or that it provide
extended payment terms to customers; and, therefore, such
considerations do not mandate that the Company maintain a
significant working capital position.
(vi) Customer Dependence. In 1996, the Company
received 99% of its total revenue from three customers.
(vii) Backlog of Orders. The Company has no
backlog of orders.
(viii) Government Contracts. No portion of the
business of the Company is subject to renegotiation of
profits or termination of contracts or subcontracts at the
election of the government.
(ix) Competition. Many companies compete in the
POS business although few compete in the CAT business. The
Company expects that a number of competitors will be entering
the CAT business in the next several years. Most of the
competitors have much greater financial, marketing and
technical resources than the Company. Other CAT competitors
are expected to enter the business and compete directly with
the Company as the potential size of the fast-food customer
activated terminal market is realized. The business of the
Company is relatively easy to enter with few barriers to
entry. Although the Company considers that its CAT software
operates the computer system more efficiently than software
otherwise presently available, there is generally available
other software which permits operation of computers using
touch sensitive video screens. Therefore, it is probable that
other companies will enter the business.
The Company's ability to compete effectively against new
entrants will depend on its ability to capitalize on its
experience, current reputation, existing software and
customer base.
(xi) Research and Development. Product
enhancements were created in response to customer requests
and are not classified as Research and Development.
(xii) Environmental Regulations. Since its
inception, the Company has not made any material capital
expenditures for environmental control facilities and the
Company does not expect to make any such expenditures during
the current or forthcoming fiscal year.
(xiii) Employees. On December 31, 1996, the
Company employed five persons on a full-time basis including
its two corporate officers. The Company also utilizes, on a
part-time basis, approximately 10 technical and management
consultants who work with the Company on an as needed basis.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales. The Company is not engaged in
material operations in foreign countries and no material
portion of sales is derived from customers of foreign
countries.
ITEM 2. PROPERTIES
Since September 1985, the Company has leased
approximately 2,000 square feet of office space in Fort
Collins, Colorado under a lease that expires November 1,
1999. The current monthly lease payment is $1,482.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. On March 15, 1985 the
Company completed a public offering of 160,000,000 shares of
its common stock (on a reverse split basis, the shares
offered were 640,000. The common stock has not traded since
1987 as there are no market makers for the shares.
(b) Holders. As of December 31, 1995, the Company
had approximately 799 shareholders of record.
(c) Dividends. The Company has not declared cash
dividends on its common stock since its inception. The
Company does not anticipate paying dividends in the
foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The following is selected financial information
concerning the Company. This information should be read in
conjunction with the financial statements appearing elsewhere
herein.
Year Ended December 31,
1996 1995 1994
Revenues $732,345 $479,366 $485,280
Income(loss) 31,305 (128,119) (2,403)
Income (loss)
per common share .01 (.04) *
Total assets $159,208 $145,851 $162,568
Long-term
obligations $50,000 $50,000 $57,939
Working capital
(deficit) $(130,052) $(159,916) $(37,180)
* Less than $.01 per share.
Liquidity and Capital Resources.
General.
In 1990, the Company began developing a software product
specifically targeted for the fast-food industry. The
Company's financial success in 1996 and beyond will depend on
its ability to continue development of this product,
Touchware-350, and customer acceptance.
In May, 1993, the Company signed an exclusive licensing
agreement with a major fast food chain to provide the
Touchware 350 product to this customer. This exclusive
license lapsed on January 1, 1994 when the licensee failed to
make minimum monthly payments in October, November and
December of 1993. Even though this customer has signed a
licensing agreement, there is no assurance that the customer
will license any software from the Company in the future.
During 1996, the Company began development work on a new
product for a major fast food chain. The arrangement with
this customer involves a combination of development and
licensing fees. The development fees from this customer
allowed the Company to operate during 1996.
The Company is continuing to pursue other chain business
as well as raise additional capital in order to sustain and
expand operations after completion of the development work
described in the previous paragraph. There is no assurance
that the Company will be successful in negotiating additional
chain agreements or be able to raise sufficient funds to
expand and/or sustain operations after the conclusion of this
development work.
During 1992 and 1993, the Company raised $15,000 in the
form of long term convertible debt to help finance
operations. The lenders loaned the Company a total of $15,000
in return for the right to either (a) convert the debt into
63,000 shares of the Company's outstanding common stock
(which number of shares shall be increased by an amount equal
to 1% of all the Company shares purchased by officers or
directors of the Company by exercising existing stock options
before conversion of the Note) or (b) convert the debt into
31,500 shares of the Company's outstanding common stock
(which number of shares shall be increased by an amount equal
to 1% of all the Company shares purchased by officers or
directors of the Company by exercising existing stock options
before conversion of the Note) and receive $25,000 in cash.
Although the Company is hopeful that fund raising/revenue
generating strategies will be successful, there is no
assurance that success will be achieved.
1996 Review
During 1996, the Company continued to devote its efforts
to developing and piloting its POS and CAT products for
the fast food industry. The Company's working capital
position should stabilize in 1997 resulting primarily
from ongoing product development and support contracts.
1995 Review
During 1995, the Company continued to devote its efforts
to developing and piloting its CAT product for the fast food
industry, consulting contracts and development work on a new
product for a major fast food chain.
Capital Resources. As of December 31, 1996, the Company
had no capital commitments.
Results of Operations
1996 Compared to 1995
Revenues. Total revenues of $732,345 for 1996 increased
53% from 1995 levels due to major development contracts with a
major fast food company.
Expenses. Total expenses excluding interest increased
15% from 1995 levels due to increased use of outside
consulting services.
1995 Compared to 1994
Revenues. Total revenues of $479,366 for 1996 declined
1.2% from 1994 levels.
Expenses. Total expenses including interest increased
24.5% from 1994 levels due to increased number of employees,
greater outside consulting services as well as higher
salaries.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Financial Statements attached to and made a part
of this report.
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors.
The name, position with the Company and the age of each
officer and director, and the period during which each officer and
director has served are as follows:
Name and Position Director
__________________ Age Since
Paul F. Knight 49 1981
(President, Treasurer and
Director)
Larry J. Salmen 49 1981
(Vice President, Secretary
and a Director)
Michael J. Scanlan 56 1984
(Director)
The executive officers of the Company are elected at the
first meeting of the Company's Board of Directors held after
each shareholder meeting. Each executive officer holds
office until his successor is duly elected and qualified,
until his resignation or until he is removed in the
manner provided by the Company's Bylaws. The term of
office of each director expires at the next annual
meeting of shareholders.
The following is a brief account of the business
experience during the past five years of each director and
executive officer:
Principal Occupation
Name During the Last Five Years
Paul F. Knight Chairman of the Board and Treasurer
of the Company since July 1986;
President, Chief Executive
Officer and a director of the
Company since 1982.
Larry J. Salmen Vice President and Secretary of
the Company since 1982; Director
of the Company since 1981.
Michael J. Scanlan President and Chief Executive
Officer of SCANSCO Management
Company, Inc. which acts as a
parttime Chief Executive Officer
and/or Chief Financial Officer
for small entities, since March
1991; Independent consultant as
Scanlan & Associates from October
1990 to February 1991. Director,
and Executive Officer of Data
National, Inc., a consulting firm
from March 23, 1987 to October,
1990. Owner of Scanlan and
Associates, a management
consulting and accounting service
firm, since July 1981; Executive
officer of The Rockies Fund,
Inc., a publicly held venture
capital company, from August 1983
to March 1990; Director of TEAM
Marketing Group, Inc., Director
of First Denver Mortgage Company
and a Director of Newport
Associates.
ITEM 10. EXECUTIVE COMPENSATION
The following table shows all compensation paid by the
Company during the fiscal years ended December 31, 1996, 1995
and 1994 to all executive officers:
SUMMARY COMPENSATION TABLE
NAME AND YEAR SALARY BONUS ($) RESTRICTED OPTIONS
PRINCIPAL ($) STOCK SARs(#)
POSITION AWARDS
($)
- --------- ---- --------- -------- ---------- -------
Paul 1996 $84,061(1) - - -
Knight 1995 $84,432(5) - - -
CEO 1994 $78,500(3) - - -
Larry 1996 $85,982(2) - - -
Salmen 1995 $78,982(6) - - -
COO 1994 $78,500(4) - - -
(1) All salaries were cash compensation except for
$6,336 that was unpaid as of December 31, 1996.
(2) All salaries were cash compensation except for $422
that was unpaid as of December 31, 1996.
(3) All salaries were cash compensation except for
$5,576 that was unpaid as of December 31, 1994.
(4) All salaries were cash compensation except for
$4,349 that was unpaid as of December 31, 1994.
(5) All salaries were cash compensation except for
$14,432 that was unpaid as of December 31, 1995.
(6) All salaries were cash compensation except for
$20,040 that was unpaid as of December 31, 1995.
Compensation Pursuant to Plans.
In addition to the 1984 Incentive Stock Option Plan
described below under Section (b)(4), the Company also has a
401K plan that was instituted in 1989. The basic elements of
the Company's 401K plan are outlined below:
1. Employee contributions are voluntary and participants
may make discretionary nontax-deductible contributions.
2. Employee participants may not make discretionary tax
deductible contributions.
3. The Company's contribution will be allocated among
all eligible employees who are employed at the end of the
Plan Year provided that the employee has completed 1,000
hours of service during the Plan Year. The employer shall
also make a contribu tion for each participant who separated
from employment during the Plan Year as a result of
retirement, disability, death or termination upon completion
of 1,000 hours of service. In the case of a topheavy Plan
Year, the employer will make a contribu tion to all
participants who are employed on the last day of the Plan
Year regardless of the amount of hours worked.
4. The employee may make personal salary reduction
contributions to the plan in any amount up to 15% of annual
compensation.
Options
Although no formal plan exists, the Company has in the
past and may in the future make grants of common stock to
qualified employees as additional and incentive compensation.
During 1991, the Company granted non-qualified options to the
Company's officers and directors. To date, none of the
options have been exercised. The following table presents
further information concerning these options:
Shares Price Grant Expiration
Date Date
Mr. Knight 100,000 $.09 10/1/91 September 30, 1997
Mr. Knight 100,000 .11 10/1/91 September 30, 1997
Mr. Knight 100,000 .13 10/1/91 September 30, 1999
Mr. Knight 100,000 .15 10/1/91 September 30, 2000
Mr. Salmen 100,000 .09 10/1/91 September 30, 1997
Mr. Salmen 100,000 .11 10/1/91 September 30, 1998
Mr. Salmen 100,000 .13 10/1/91 September 30, 1999
Mr. Salmen 100,000 .15 10/1/91 September 30, 2000
Mr Scanlan 20,000 .09 10/1/91 September 30, 1997
Mr Scanlan 20,000 .11 10/1/91 September 30, 1998
Mr Scanlan 20,000 .13 10/1/91 September 30, 1999
Mr Scanlan 20,000 .15 10/1/91 September 30, 2000
During 1996, the Company issued 191,500 shares to five
employees not including executive officers. These shares
vest over a three to four year period based on the employee's
continued employment with the Company.
Incentive Stock Option Plan.
The Company grants options to key employees, including
officers of the company (excluding any person who serves only
as a director), pursuant to its 1984 Incentive Stock Option
Plan. The plan was designed to comply with Section 422A of
the Internal Revenue Code of 1954 as amended by the Economic
Recovery Tax Act of 1981. The plan authorizes the granting
of options to purchase up to 64,000 shares of the Company's
$.025 par value common stock.
The plan is administered by the Compensation Committee of
the Board of Directors which may be composed of shareholders,
chosen by the directors, who are not, and have not been
during the past 12 months, employed by the Company. The
Compensation Committee consists of Michael Scanlan, the
outside director of the Company. The Compensation Committee
has authority to set reasonable terms and conditions as to
options granted under the plan, including requirements that
the employees granted an option must remain employed for a
specified time period.
The plan also authorizes the Committee to grant stock
appreciation rights in connection with options. Stock
appreciation rights, if authorized by the Committee, would
permit an employee to receive an amount equal to the
difference between the exercise price of the option and the
fair market value of the Company's common stock upon exercise
date in paidup stock of the Company or in cash, depending
upon the Committee's determination. Stock appreciation rights
have not been granted in connection with any outstanding
options and it is not presently intended that stock
appreciation rights will be granted.
No options to purchase any securities from the Company
were granted to or exercised by any executive officer of the
Company under the 1984 Incentive Stock Option Plan during the
fiscal year ended December 31, 1996 and there were no
outstanding options held by any executive officer on that
date.
Other Compensation.
The Company pays each officer (Mr. Knight and Mr. Salmen)
incidental compensation from time to time, consisting
primarily of reimbursement for business-related activities on
behalf of the Company. The aggregate of all such other
compensation did not exceed 10% of the cash compensation
reported for the fiscal year ended December 31, 1996.
Compensation of Directors
Standard Arrangements. In 1992, Mr. Scanlan was not
paid for attending director meetings; however, he received a
stock option entitling him to acquire up to 40,000 restricted
shares at a per share price of $.038. In 1993, the board
approved compensating Mr. Scanlan with 3,500 shares of
restricted common stock for attending each board meeting,
this totaled 28,000 shares during 1993 but has not been
issued as of December 31, 1996. A total of 10,500 shares
were approved but unissued to Mr. Scanlan in 1994.
Other Arrangements. On November 24, 1992, the Board of
Directors authorized the issuance of 800,000 shares of the
Company's common stock to officers in lieu of compensation
valued at $30,000 ($.038 per share). Since Mr. Knight and
Mr. Salmen will each receive 400,000 shares (total of
800,000) on January 1, 1993, a forfeiture provision based on
their continued employment was made part of this issuance.
On January 1, 1996, all these shares became fully vested.
The Directors also authorized the issuance of two
convertible notes in the amount of $25,000 each for
compensation due officers but unpaid during 1992. These two
notes were issued during 1994. Each note, can be converted
into 657,894 shares of common stock ($.038 per share) or
repaid in cash with interest. Each note has interest payable
at the rate of 19% per annum.
Additionally, the Board of Directors authorized on July
1, 1993 the issuance of 315,790 shares to the officers for
previous expenses and salaries that were not paid in 1993 and
1992. Each officer was owed $6,000 in salaries and car
allowance that was unpaid as of March 31, 1993. This total
of $12,000 was converted into 315,790 shares of common stock
at the conversion rate of $.038 per share.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows as of December 31, 1996, the
shares of the Company's $.025 par value common stock
beneficially owned by each director of the Company, by all
the officers and directors as a group, and by each person
known to the Company who owns more than 5% of the Company's
common stock.
Amount of Beneficial
Name and Address Ownership (1) Percent of Class
Paul F. Knight 1,330,574(2) 33.7%
Larry J. Salmen 1,293,764(2) 32.8%
Michael Scanlan 208,000(2) 5.7%
All Officers and Directors
as a Group (Three Persons) 2,832,338(2) 64.0%
__________
(1) Beneficial owners listed have sole voting and investment
power with respect to the shares unless otherwise indicated.
(2) Includes presently exercisable options of 400,000 each
to Messrs Knight and Salmen and 80,000 to Mr. Scanlan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Company granted stock options to officers and directors
see Item 11 of this report. The Company also authorized the
issuance of stock to officers and directors in lieu of
compensation - see Item 11 of this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a)(1) Financial Statements:
Index to Financial Statements
Independent Auditor's Report
Balance Sheet - December 31, 1995 and 1996
Statement of Operations - for the Years Ended December
31, 1995 and 1996
Statement of Changes in Stockholders' Equity - for the
years ended December 31, 1995 and 1996
Statement of Cash Flows - for the Years Ended December
31, 1995 and 1996
Notes to Financial Statements
(a)(2) Schedules:
none
(b) 8-K Reports:
none
(c) Exhibits:
Exhibit 27 - Financial Data Schedule
INFOAMERICA, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Balance Sheet - December 31, 1995 and 1996 F-3
Statement of Operations - Years Ended December 31,
1995 and 1996 F-5
Statement of Changes in Stockholders' Equity -
Years Ended December 31, 1995 and 1996 F-6
Statement of Cash Flows - Years Ended December 31,
1995 and 1996 F-7
Notes to Financial Statements F-8
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
InfoAmerica, Inc.
We have audited the balance sheet of InfoAmerica, Inc. as of
December 31, 1995 and 1996, and the related statements of
operations, changes in stockholders' equity, 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 upon
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of InfoAmerica, Inc. as of December 31, 1995 and 1996, 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 the financial statements, the Company has suffered
recurring losses and at December 31, 1996, the Company has a
working capital deficit of $130,052 and a stockholders' deficit
of $149,532. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
March 19, 1997
Denver, Colorado CAUSEY DEMGEN & MOORE INC.
F-2
INFOAMERICA, INC.
BALANCE SHEET
December 3l, l995 and l996
ASSETS
1995 1996
Current assets:
Cash $ 48,878 $34,201
Accounts receivable:
Trade, net of allowance for
doubtful account of $-0- 59,557 94,487
Officers and employees 10,000 --
Total current assets 118,435 128,688
Property and equipment, at cost:
Furniture and fixtures 35,344 35,344
Computer equipment 59,600 70,954
94,944 106,298
Less accumulated depreciation 69,126 77,376
Net property and equipment 25,818 28,922
Other assets:
Deposits 1,598 1,598
$145,851 $159,208
See accompanying notes.
F-3
INFOAMERICA, INC.
BALANCE SHEET
December 3l, l995 and l996
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
1995 1996
Current liabilities:
Accounts payable $ 49,659 $14,082
Accrued salaries and payroll taxes 3,213 3,213
Accrued interest (Note 2) 31,428 42,373
Accrued profit sharing plan
contribution 20,663 25,311
Customer deposits 92,467 82,250
Accrued bonuses and expenses due
officers 48,653 61,511
Current portion of capital lease
obligation 2,268 --
Convertible notes payable (Note 3) 15,000 15,000
Deferred revenue 15,000 15,000
Total current liabilities 278,351 258,740
Long-term liabilities:
Convertible notes payable - officers
(Note 2) 50,000 50,000
Commitments and contingencies
(Notes 3, 6 and 7)
Stockholders' equity (deficit)
(Notes 2 and 7):
Preferred stock, $1 par value;
5,000,000 shares authorized,
none issued -- --
Common stock, $.025 par value;
900,000,000 shares authorized,
3,542,981 shares (3,351,481
shares 1995) issued and outstanding 83,784 88,572
Additional paid-in capital 1,974,738 1,977,228
Accumulated deficit (2,240,452) (2,209,147)
Deferred compensation (570) (6,185)
Total stockholders' equity (deficit) (182,500) (149,532)
$ 145,851 $159,208
See accompanying notes.
F-4
INFOAMERICA, INC.
STATEMENT OF OPERATIONS
For the years ended December 3l, l995 and l996
1995 1996
Revenues (Note 5):
Software sales $ 458,629 $723,171
Computer equipment sales 13,379 --
Consulting and other sales 7,358 9,174
Total revenues 479,366 732,345
Operating costs and expenses:
Cost of equipment sold 10,294 --
General and administrative
(Note 8) 562,615 680,559
Depreciation and amortization 24,118 8,250
Total operating costs and
expenses 597,027 688,809
Income (loss) from operations (117,661) 43,536
Other income (expense):
Interest income 580 418
Interest expense (11,038) (12,649)
Total other income (expense) (10,458) (12,231)
Net income (loss) (Note 4) $(128,119) $ 31,305
Net income (loss) per share $ (.04) $ .01
See accompanying notes.
F-5
INFOAMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended December 3l, l995 and l996
Additional Deferred
Common Stock paid-in Accumulated Compen-
Shares Amount capital deficit sation
Balances, December 31,
1994 3,351,481 $83,784 $1,974,738 $(2,112,333) $(760)
Deferred compensation
earned during 1995 - - - - 190
Net loss for the year
ended December 31,
1995 - - - (128,119) -
Balances, December 31,
1995 3,351,481 83,784 1,974,738 (2,240,452) (570)
Common stock issued
as compensation to
employees at $.038
per share, subject
to forfeiture (Note
7) 191,500 4,788 2,490 (5,615)
Net income for
the year ended
December 31, 1996 - - - 31,305 -
Balances, December 31,
1996 3,542,981 $88,572 $1,977,228 $(2,209,147) $(6,185)
See accompanying notes.
F-6
INFOAMERICA, INC.
STATEMENT OF CASH FLOWS
For the years ended December 3l, l995 and l996
1995 1996
Cash flows from operating activities:
Net income (loss) $(128,119) $31,305
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operations:
Depreciation and amortization 24,118 8,250
Common stock issued for services - 1,663
Deferred compensation earned 190 -
Increase in trade accounts receivable (2,916) (34,930)
(Increase) decrease in employee
accounts receivable (10,000) 10,000
Decrease in other current assets 1,345 -
Increase (decrease) in accounts
payable and accrued liabilities 61,695 (19,984)
Increase in accrued bonuses and
expenses due officers 34,472 12,858
Increase (decrease) in customer
deposits 20,167 (10,217)
Total adjustments 129,071 (32,360)
Net cash provided by (used in)
operations 952 (1,055)
Cash flows from investing activities:
Purchases of property and equipment (10,986) (11,354)
Cash flows from financing activities:
Repayments of capital lease obligations (5,122) (2,268)
Net decrease in cash (15,156) (14,677)
Cash balance at beginning of year 64,034 48,878
Cash balance at end of year $ 48,878 $34,201
Supplemental cash flow information:
The Company paid $1,439 and $1,704 for interest during the
years ended December 31, 1995 and 1996, respectively.
Supplemental disclosure of non-cash investing and
financing activities:
During the year ended December 31, 1996, the Company's Board of
Directors approved the issuance of 191,500 shares of the
Company's common stock for services valued at $7,278 of which
$5,615 has been recorded as deferred compensation.
See accompanying notes.
F-7
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
1. Organization and summary of significant accounting policies
InfoAmerica, Inc. (the "Company") is in the business of
developing and marketing software applications for touch-
sensitive computer display systems primarily for national fast
food chains.
Basis of presentation:
The financial statements have been prepared on a going concern
basis which contemplates the realization of assets and
liquidation of liabilities in the ordinary course of business.
As shown in the accompanying financial statements, the Company
has incurred significant losses and at December 31, 1996, the
Company has a working capital deficit of $130,052 and a
stockholders' deficit of $149,532. As a result, substantial
doubt exists about the Company's ability to continue to fund
future operations using its existing resources.
The Company intends to reduce operating expenses where
appropriate and attempt to secure consulting contracts with
current as well as new customers. In addition, the Company has
been pursuing debt and equity financing to support its fast food
business strategy and intends to settle outstanding debt by the
issuance of common stock, where possible. Although the Company
is hopeful these cost cutting and revenue generating strategies
will be successful, there is no assurance that sufficient cash
flows will be generated to fund current operations.
The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a
going concern.
Revenue recognition policy:
Revenue from the sale of equipment and software systems is
recognized upon delivery and installation of the system in
situations where the Company has no significant obligations after
the sale, or ratably over the term of the support agreement for
the software portion of the sale where the Company has
significant obligations after the sale.
Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
F-8
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
1. Organization and summary of significant accounting policies
(continued)
Property and equipment:
Property and equipment are recorded at cost. Depreciation is
provided using the straight-line and accelerated methods over the
assets' estimated useful lives of three to five years.
Software development costs:
Costs to develop and enhance software under contracts with third
parties have been charged to expense as incurred.
Costs incurred to establish the technological feasibility of
computer software to be sold are research and development costs,
and charged to expense as incurred. Software development costs
incurred subsequent to establishment of technological feasibility
are capitalized and amortized on the greater of the straight-line
method over the remaining estimated economic life of the product
or the estimate of current and future revenue for the related
software product.
Income taxes:
The Company has adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. This statement
provides for a liability approach under which deferred income
taxes are provided based upon enacted tax laws and rates
applicable to the periods in which the taxes become payable.
Net income (loss) per share:
Net income (loss) per share of common stock is computed using the
weighted average number of shares outstanding during each
period. The net income (loss) per share includes the shares of
common stock pending issuance as if the shares were outstanding
for all of the periods presented and excludes shares issued which
have not vested (the weighted average number of shares was
approximately 3,549,000 and3,599,000 for 1995 and 1996,
respectively).
Fair value of financial instruments:
The following methods and assumptions were used to estimate the
fair value of each financial instrument for which it is
practicable to estimate that value:
For cash, cash equivalents, accounts receivable - trade, and
accounts receivable - officers and employees, the carrying amount
is assumed to approximate fair value due to the short-term
maturities of these instruments.
F-9
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
1. Organization and summary of significant accounting policies
(continued)
The carrying amounts of the Company's notes payable and
capitalized lease obligations approximate their fair value,
estimated by discounted cash flow analyses based on the Company's
current incremental borrowing rates for similar types of
borrowing arrangements.
Cash flows:
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Credit risk:
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade
receivables. The Company provides credit, in the normal course
of business, to its customers. The Company is directly affected
by the well-being of three major customers, which accounted for
approximately 99% of all revenue in 1996.
2. Related party transactions
At December 31, 1992, the Company owed $84,800 in accrued bonuses
and expenses to two officers of the Company. During January
1993, $34,800 of the obligations were satisfied by the issuance
of 126,316 shares of the Company's common stock and 800,000
shares of the Company's common stock subject to forfeiture. The
800,000 shares of the Company's stock vests one-third for each
year of continued employment commencing January 1, 1993.
During 1992, the Board of Directors authorized the issuance of
convertible notes payable for the remaining $50,000 balance.
During 1994, the Company issued $50,000 of convertible
subordinated promissory notes to the two officers of the Company.
Interest is payable quarterly at the rate of 19% per annum upon
the attainment of certain financial goals or upon conversion of
the notes into common stock of the Company. The notes are
convertible at the option of the holder into 1,315,790 shares of
common stock of the Company in the aggregate ($.038 per share)
and are unsecured. The notes have a maturity date of January 1,
1996 and technically are in default. However, due to their
subordination to other liabilities and the intent of the
officers, the notes are considered long-term liabilities. As of
December 31, 1995 and 1996, accrued but unpaid interest amounted
to $28,500 and $38,000, respectively.
F-10
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
3. Convertible notes payable
During July 1992, the Company borrowed an aggregate of $10,000
from two individuals. The notes bear interest at the rate of 7%
per annum and all principal and accrued interest was due in July
1995. The notes are in default at December 31, 1995 and 1996.
During June 1993, the Company borrowed $5,000 from an individual
evidenced by a note bearing interest at 7% per annum maturing in
June 1996 and the note is in default at December 31, 1996. Each
of the three notes are secured by 21,000 shares of the Company's
common stock plus accrued interest. The notes are convertible at
the option of the lender into 21,000 shares of the Company's
common stock each or, if the Company successfully completes a
public offering of its common stock each of the notes are
convertible at the option of the lender into (1) 21,000 shares of
the Company's common stock plus accrued interest or (2) $25,000
plus accrued interest and 10,500 shares of the Company's common
stock.
4. Income taxes
No provision for income taxes is required for 1995 and 1996,
since the Company has net operating loss carryforwards.
As of December 31, 1995 and 1996, total deferred tax assets,
liabilities and valuation allowance are as follows:
1995 1996
Deferred tax assets $ 31,200 $ 28,300
Deferred tax assets resulting
from loss carryforward 365,700 359,400
Valuation allowance (396,900) (387,700)
$ - $ -
At December 31, 1996, the Company had a net operating loss for
tax purposes of approximately $1,382,000 which, if not utilized,
will expire as follows:
December 31,
2000 $ 180,000
2001 283,000
2002 112,000
2005 133,000
2006 317,000
2007 166,000
2008 88,000
2010 103,000
$1,382,000
F-11
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
4. Income taxes (continued)
The net operating loss for financial reporting purposes differs
from that for tax purposes primarily due to differences in
recording depreciation, the compensatory element of stock
options, and common stock issued for services and extinguishment
of debt.
5. Major customers
The following table summarizes sales to major customers for the
years ended December 31, 1995 and 1996, respectively.
1995 1996
Customer #1 19% 84%
Customer #2 58% *
Customer #3 15% *
* less than 10%
6. Commitments and contingencies
Lease commitments:
The Company has a lease agreement for its office space expiring
November 1, 1999. Future minimum lease payments under this lease
as of December 31, 1996, are as follows:
Year ending December 31
1997 $13,717
1998 13,717
1999 11,431
$38,865
Rent expense for the years ended December 31, 1995 and 1996, was
$16,310 and $17,002, respectively.
Employment agreements:
In June, 1989, the Company entered into three year employment
agreements with two officers which contain self-renewing terms,
subject to the option of the Company to terminate the self-
renewing provision near the end of each three year term. The
agreements provide severance benefits under certain conditions,
of the greater of two times annual salary or $180,000 each, are
payable upon termination of employment. The aggregate estimated
contingency under these agreements at December 31, 1996 is
$360,000.
F-12
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
7. Common stock
Incentive stock option plan:
On March 1, 1984, the stockholders approved an incentive stock
option plan (the "plan") for key employees, officers and
directors of the Company, covering 64,000 shares of common stock.
Under the terms of the plan, the purchase price of the shares
granted will not be less than the estimated fair market value at
the date of grant unless the purchaser owns more than 5% of the
total combined voting power of all classes of stock on the date
of grant, in which case the purchase price shall not be less than
110% of the estimated fair market value at the date of grant.
Options granted are exercisable for periods from two to five
years from the date of the grant for stockholders owning more
than 5% of the total combined voting power of the Company's
stock. Options granted to other employees are exercisable for
periods from two to ten years from the date of grant. The plan
contains provisions that permit the granting of stock
appreciation rights by the committee that administers the plan.
The rights may be exercised by surrendering the option and
receiving an amount equal to the difference in the fair market
value of the shares on the date of surrender and the option price
of such shares.
All previously issued options have been canceled under the terms
of the plan, and options covering the 64,000 shares of common
stock reserved for the plan are available for issuance.
Stock options:
On September 27, 1991, the Company granted options to purchase an
aggregate of 880,000 shares of common stock to three officers and
directors as follows:
Shares Option price Vesting date Expiration date
220,000 $.09 October 1, 1991 September 30, 1997
220,000 .11 October 1, 1992 September 30, 1998
220,000 .13 October 1, 1993 September 30, 1999
220,000 .15 October 1, 1994 September 30, 2000
On November 24, 1992, the Company granted an option to purchase
40,000 shares of the Company's common stock to a director
exercisable at $.038 per share.
As of December 31, 1996, none of the above options have been
exercised, and no compensation expense has been recorded relating
to the options granted.
F-13
INFOAMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
December 3l, l995 and l996
7. Common stock (continued)
Stock grants:
During April 1993, the Company issued an aggregate of 60,000
shares of the Company's common stock to two employees, which
stock vests one-third each January 1 commencing January 1, 1994.
Compensation expense with respect to the above shares is being
amortized over the restriction period, resulting in a charge
against operations of $190 for 1995 and $0 for 1996, and deferred
compensation of $570 at December 31, 1995 and 1996, respectively.
During February 1996, the Company issued 191,500 shares of common
stock to five employees, which stock vests over a period of four
years. Compensation expense with respect to the above shares is
being amortized over the restriction period, resulting in a
charge against operations of $1,663 for 1996 and deferred
compensation of $5,615 at December 31, 1996.
Common stock to be issued:
Due to the Company's cash flow problems, the Company agreed to
issue stock in order to pay certain accounts payable; however,
due to the lack of funds, the Company could not afford to
physically issue the shares. All of the shares promised have
been issued except for 40,000 shares as consideration for making
loans, 40,000 shares for conversion of debt into equity and 699
shares for services rendered for a total of 80,699 shares of
common stock to be issued, as of December 31, 1995 and 1996.
Contingent issuance of common stock:
As of December 31, 1996, the Company has agreed to issue 128,500
shares of common stock for the performance of services to the
Company valued at between $.025 and $.038 per share.
8. Retirement plan
The Company maintains a 401(k) plan for the benefit of
substantially all of its employees. The amount of the Company's
contribution is determined annually by the Board of Directors.
During 1995 and 1996, the Company recognized expense in the
amount of $6,698 and $7,924, respectively.
F-14
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant duly has caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 18, 1997.
INFOAMERICA, INC.
By:___/s/ Paul Knight____
Paul F. Knight, Principal
Executive, Financial and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated:
Date Name and Title Signature
April 18, 1997 Paul F. Knight, ____/s/ Paul F. Knight_
Director
April 18, 1997 Larry J. Salmen, ____/s/ Larry_J. Salmen_
Director
Michael J. Scanlan,
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000760497
<NAME> INFOAMERICA, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> $ 34,201
<SECURITIES> 0
<RECEIVABLES> $ 94,487
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $ 128,688
<PP&E> $ 106,298
<DEPRECIATION> $ 77,376
<TOTAL-ASSETS> $ 159,208
<CURRENT-LIABILITIES> $ 258,740
<BONDS> $ 50,000
0
0
<COMMON> $ 88,572
<OTHER-SE> $ 1,977,228
<TOTAL-LIABILITY-AND-EQUITY> $159,208
<SALES> $ 723,171
<TOTAL-REVENUES> $ 732,345
<CGS> 0
<TOTAL-COSTS> $ 688,809
<OTHER-EXPENSES> $ 12,231
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> $ 31,305
<INCOME-TAX> 0
<INCOME-CONTINUING> $ 31,305
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $ 31,305
<EPS-PRIMARY> $ 0.01
<EPS-DILUTED> $ 0.01
</TABLE>
