SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 30, 1996
NEMDACO, INC.
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(Exact name of small business issuer as specified in its charter)
COLORADO 0-19064 84-1027731
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(State of incorporation) (Commission File No.) (I.R.S. ID No)
1801 Avenue of the Stars, 6th Floor, Los Angeles, CA 90067
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(Address of principal executive offices)
(Issuer's telephone number) (310) 553-7755
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
(a) Changes to Company's Operations and Business Interests.
(1) Nemdaco Global One Media, Inc.
On August 14,1996 the Company and Nemdaco Global One Media, Inc. [NGOM]
was served formal notice by Global One Media that it found Company and
NGOM in breach of the Asset Purchase Agreement entered into between the
parties dated February 24, 1996. The Board of Directors of Company and
NGOM, following consultation with its legal council, did approve a
Settlement Deal Memo Agreement entered by and between Company and NMDO
and Global One Media and its principals, and executed August 27,1996,
which did null and void the Asset Purchase Agreement. As a result
Company and NGOM have ceased all business interests and activities
within the Sport and Entertainment collectibles and memorabilia
industry.
(2) The National Hat Club, Inc.
The Company signed a letter of intent in May , 1996 to acquire the
assets and on-going business operations of The National Hat Club, Inc.,
an Arizona corporation engaged in the retail sales of licensed sport
merchandise. The acquisition was abandoned due to problems encountered
during the due-diligence process.
(3) Nemdaco Attache Communications, Inc.
In May, 1996 the Company acquired from Attache Communications the
remaining 20% equity in Nemdaco Attache Communications, Inc. as part of
an employment and consultant separation agreement reached with the
founding principals Messrs. Lock and Graubard. The Company further
concluded that it did not have adequate management and financial
resources to effectively develop the products. In June 1996, Coubert
Dennis Limited, a shareholder of Nemdaco, Inc., agreed to independently
undertake continuing development of the product and its potential
distribution, until such time as Company is able to provide direct
management and necessary financing for the products ongoing development
and marketing. At this time the Company has not received any conclusive
and verified information regarding the product's development status and
therefore, the Company is unable, at this time, to make any projections
regarding the potential of the product to successfully complete its
development or create a viable market. The Company intends to reexamine
their opportunity if the product/s and distribution opportunities are
further developed.
(4) ThermaFreeze.
In November 1995, 100,000 shares of common stock was transferred by
Coubert Dennis Ltd., on behalf of the Company, to acquire marketing
rights for TermaFreeze, Inc. products for Asia. ThermaFreeze
manufactures a proprietary packaging system for shipment of products
requiring a "refrigerated" environment. The planned licensing agreement
together with other discussions regarding a possible acquisition of
ThermaFreeze, Inc. have been abandoned due to problems encountered
during the due-diligence process.
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(5) Port-O2-Gen
In July, 1996 the Company determined it did not have adequate
management and financial resources to develop the product/s of the
Port-O2-Gen technologies. Coubert Dennis Limited, a shareholder of
Nemdaco, inc, has agreed to undertake further development of the
products and its potential distribution until such time as Company is
able to provide direct management and necessary financing for the
products ongoing development and marketing. At this time the Company
has not received any conclusive and verified information regarding the
product's development status and therefore, the Company is unable, at
this time, to make any projections regarding the potential of the
product to successfully complete its development or create a viable
market. The Company intends to reexamine their opportunity if the
product/s and distribution opportunities are further developed.
(b) New Acquisitions
In August 1996, the Company entered into an agreement to acquire, all the assets
and the ongoing business of WestGroup Management Resources, Inc. an Arizona
corporation, into a 70% Company owned subsidiary Nemdaco WestGroup Management
Resources, Inc., a Nevada corporation to be formed. WestGroup Management
Resources, Inc. is an ongoing business engaged in the manufacture and
distribution of proprietary management and data warehouse systems, and is
currently generating revenues from ongoing contracts with its developed client
base. The Company is obligated under the agreement to provide $5,000,000 of
funding to Nemdaco WestGroup Management, Inc., on or before December 31, 1996.
The Company anticipates meeting its funding obligations through a combination of
Company debt/equity financing, currently being planned and discussed between the
Company management and Investment Bankers.
(c) Management & Manpower Resources.
The Company advises that effective April 30,1996 Coubert Dennis, Ltd., a
shareholder of the Company, and it's agent Mr. Stanley Schulman, by mutual
agreement, have terminated an agreement wherein the parties did act, at no
charge to the Company, as Investor Relations Consultants to Company. Coubert
Dennis, Ltd., has a continuing agreement to act as an Investment Banking
consultant to the Company, effective through March 1997.
(d) Discussions of Future Operations.
The Company will attempt to concentrate its efforts in the area of business now
related to WestGroup Management Resources, Inc., and intends to pursue this
until financing is achieved, or until the contract to acquire expires. The
Company has no confirmed capital or debt resources to finance any operations as
of this date.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
As of August 30, 1996, the Company has incurred additional losses of $181,000
since year end April 30, 1996, relating to on-going operating expenses.
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(a) Payroll and other current liabilities consist of federal and state payroll
taxes payable for the first and second calendar quarters of 1996 in the amount
of $36,000, wages due to prior officers accrued as of April 30, 1996, but not
paid, and wages due officers and other employees for the period July 16, 1996 to
August 30, 1996, which have not been paid due to lack of funds. Payroll taxes
payable to the Internal Revenue Service for the first quarter of 1996 is secured
by a tax lien in an amount of $13,000.
(b) The Company holds a Note Receivable upon which $409,000 is due, from Coubert
Dennis, Ltd., an Irish corporation and shareholder of Company. The Company has
made demand for payment from the shareholder. Since there is no assurance that
these funds will be collected, the note receivable has been deducted from
shareholders equity, consistent with the treatment in the audited financial
statements for the year ended April 30, 1996.
(c) The board of directors of the Company have approved the sale of authorized
but unissued shares of the Company stock up to 1,400,000 shares. The management
of the Company plans to utilize the proceeds from the Note Receivable and any
and all stock sale of its authorized and unissued stock, to meet its outstanding
financial obligations and continuing Corporate overheads, which run
approximately $20,000 per month.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEMDACO, INC.
(Registrant)
Dated: September 5, 1996 By:/s/ Gary Larkin
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Gary Larkin, President
