SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended February 28, 1997 Commission File Number
33-0878-A
GRAYSTONE FINANCIAL
SERVICES, INC.
(Exact name of registrant as specified in charter)
Florida
59 -2686448
(State or other jurisdiction of (I.R.S. Employer
Identification Number)
incorporation or organization)
P. O. Box 615 , Glen Ridge, NJ 070028-0615
(Address of principal executive offices)
201-746-7818
(Registrant's telephone number)
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 such filing
requirements for the past 90 days.
Yes No X
The number of shares of Common Stock outstanding as of February
28, 1997 was 3,999,118.
<PAGE>
PART I
Item 1. Business
History and Organization
Graystone Financial Services, Inc. (The Company), formerly known
as Capital Investment Development Corp. was incorporated under
the laws of the State of Florida on June 24, 1986 with a
authorized capital of 100,000,000 shares of common stock with a
par value of $.0001. On October 10, 1988 the Company amended its
Articles of Incorporation changing its name to Graystone
Financial Services, Inc.
On March 16, 1987, the Company formed a wholly-owned subsidiary,
Bradford-Taylor Clearinghouse, Inc. Bradford-Taylor
Clearinghouse, Inc. has been inactive from inception through
July 31, 1995. Bradford-Taylor Clearinghouse, Inc. entered into
a licensing agreement with Nico Electric, A.G. on August 1, 1995
in exchange for 11.3% of the common stock of
Bradford-Taylor Clearinghouse, Inc. The licensing agreement
allows Bradford-Taylor Clearinghouse, Inc.'s use of Nico
Electric, A.G. technology for alarms and security devices up to
6Mhz and 1Mv for commercial use only. An additional 75.4% of the
common stock of Bradford-Taylor Clearinghouse, Inc. was issued
to complete the transaction. This reduces the Company's
ownership in Bradford-Taylor Clearinghouse, Inc. to 13.3%.
On June 24, 1986, the Company issued 20,000,000 shares of its
common stock to private investors for a total cash consideration
of $20,000.
In connection with a public offering in September, 1986, the
Company sold 5,500,000 shares of its common stock for $.05 per
share. Expenses incurred in connection with the public offering
of $62,458 were charged against additional paid in capital. Net
proceeds from the offering were $212,542.
Each share of common stock issued in connection with the public
offering included one class A warrant and one class B warrant.
The purchase warrants were exercisable over an eight month
period ending May 18, 1987. Each redeemable warrant entitled the
holder to purchase one share of common stock at a price of $.075
per share in the case of class A warrants and a price of $.10
per share of class B warrants.
<PAGE>
During the period ended May 31, 1987, 5,500,000 of class A
warrants were exercised at $.075
per share for a total cash consideration of $412,500. On May 18,
1987, the class B warrants were extended for a six months period.
In addition, in connection with the public offering 550,000
warrants were issued to the underwriter, which were exercised
commencing September, 1987 at a price of $.055 per share or an
aggregate of $30,250. The remaining 5,500,000 class B warrants
were exercised during the year ended May 31, 1988 for an
aggregate of $550,000.
On September 30, 1988, the Stock Purchase Agreement dated April
4, 1988 by and between the Company and Harp Investments, Inc., a
privately held New Jersey corporation, was approved by the
stockholders. The agreement provided for the Company to acquire
100% of the outstanding shares of capital stock of Graystone
Nash, Incorporated and 70% of the outstanding shares of Outwater
and Wells, Inc., (Graystone Nash owned 30% of the outstanding
shares prior to the exchange), in exchange for 59,675,000 shares
of the Company's common stock.
Additionally, 11,475,000 shares of the Company's common stock
was required to be returned to the Company by certain original
shareholders. The transaction was handled as a reverse merger.
On April 20, 1990, the National Association of Securities
Dealers, Inc. censured Graystone Nash, Incorporated and its
President, Thomas V. Ackerly. The Association fined Graystone
Nash, Incorporated and Thomas V. Ackerly $1,325,000, jointly and
severely, and expelled Graystone Nash, Incorporated from
membership in the Association and barred Thomas V. Ackerly from
association with a member of the Association.
Additionally, the Securities and Exchange Commission brought an
action against Graystone Nash, Incorporated and Thomas V.
Ackerly, its President, and on April 21, 1993, a judgment was
entered against the Company and Thomas V. Ackerly in the amount
of $60,565,581.00 plus interest beginning January 1, 1989. The
action was appealed and on June 1, 1994, the judgment was
reversed. Graystone Nash, Incorporated was not represented by
counsel in the new review ordered and the judgment still stands
against it. Thomas V. Ackerly, acting as his own counsel,
presented to the Court additional information to review. Upon
review by the Court, on July 10, 1995, the judgment and
pre-judgment interest was waived as to Thomas V. Ackerly. As a
result of the above actions, the subsidiary Graystone Nash,
Incorporated was forced to close and cease operations.
Also, the subsidiary Outwater and Wells, Inc. was forced to
close and cease operations in accordance with the lockup rules
of the SEC.
On April 16, 1990, the shareholders approved a 50:1 reverse
split of the Company's common stock. The reverse split reduced
the authorized shares of common stock to 4,000,000. An
additional 118 fractional shares were issued in connection with
the reverse split.
<PAGE>
On June 8, 1995, the Company issued 2,294,000 shares of its
common stock to its controlling stockholder for a total cash
consideration of $75,000.
On September 19, 1996, the Company incorporated G.S. Television
Productions, Inc. (The Corporation) in the State of Delaware. On
October 3, 1996, the Corporation received authority to do
business in the State of New Jersey. The Corporation is a wholly
owned subsidiary of the Company and has been inactive since its
date of inception.
Item 2. PROPERTIES
Corporate Offices
The Company presently maintains its executive offices at 39
Lackawanna Plaza, Room 8, Bloomfield, NJ 07003. The Company's
office space consists of approximately 500 square feet, on a
month to month basis, at the rate of $1,000 per month. There is
no written agreement.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Shareholders of the
Company during the three months period ended February 28, 1997.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock, $.0001 par value (Common Stock) has
been traded in the over-the-counter market on a limited and
sporadic basis since November 18, 1986. The last known high and
low bid price was $1.75 as of August 31, 1988. As far as is
known there has not been any high and low bid price for the
three months period ended February 28, 1997 and February 29,
1996. The following table sets forth the high and low bid price
of the Common Stock for the period indicated as quoted from the
over-the-counter listing.
Fiscal 1997 Low Bid
High Bid
1st Quarter Unknown
Unknown
2nd Quarter Unknown
Unknown
3rd Quarter Unknown
Unknown
Fiscal 1996 Low Bid
High Bid
1st Quarter Unknown
Unknown
2nd Quarter Unknown
Unknown
3rd Quarter Unknown
Unknown
4th Quarter Unknown
Unknown
<PAGE>
As of February 28, 1997 there were 6,061 shareholders of record
of the Company's Common Stock.
Holders of common shares are entitled to receive such dividends
as may be declared by the Company's Board of Directors. No
dividends on the common shares have been paid by the Company,
nor does the Company anticipate that dividends will be paid in
the foreseeable future. Rather, the Company has determined to
utilize any earnings in the expansion of its business. Such
policy is subject to change based on current industry and market
conditions, as well as other factors beyond the control of the
Company.
Item 6. SELECTED FINANCIAL DATA
The following selected financial data on the Company conveying
the three months period ended February 28, 1997 and February 28,
1996, should be read in conjunction with the Financial
Statements and related notes included in Item 8 of this Form
10-Q. (See "Financial Statements and Notes Thereto.")
For Quarter Ended February 28,
1997
1996
Income Statement Data:
Revenues $ 0 $ 23,443
Other Income and (Loss) $
136,110 $ 452,121
Net Income (Loss) $ 53,685 $ 359,465
Net Income (Loss) per share $ 0.01
$ NIL Dividends per share
$ 0 $
0
Weighted average shares outstanding: 3,999,118
3,999,118
Balance Sheet Data:
Total Assets $
2,396,977 $ 359,475
Retained Earnings (Deficit) $ 897,554
$ (758,689)
Stockholders Equity $ 2,203,814 $
547,571
<PAGE>
Item 7. MANAGEMENT'S DECISIONS AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The following is management's discussion and analysis of
significant factors which have affected registrant's financial
position and operations.
Overall Situation
On September 30, 1988, the Company entered into a stock purchase
agreement dated April 4, 1988 with Harp Investments, Inc., a
privately held New Jersey corporation. The agreement provided
for the Company to acquire 100% of the outstanding shares of
capital stock of Graystone Nash, Incorporated and 70% of the
outstanding shares of Outwater and Wells, Inc. (Graystone Nash,
Incorporated owned 30% of the outstanding shares prior to the
exchange), in exchange for 59,675,000 shares of the Company's
Common Stock.
Additionally, 11,475,000 shares of the Company's Common Stock
was required to be returned to the Company by certain original
shareholders. The transaction was handled as reverse merger.
On April 20, 1990, the National Association of Securities
Dealers, Inc. censured Graystone Nash, Incorporated and its
President, Thomas V. Ackerly. The Association fined Graystone
Nash, Incorporated and Thomas V. Ackerly $1,325,000, jointly and
severely, and expelled Graystone Nash, Incorporated from
membership in the Association and barred Thomas V. Ackerly from
association with a member of the Association.
Additionally, the Securities and Exchange Commission brought an
action against Graystone Nash, Incorporated and Thomas V.
Ackerly, its President, and on April 21, 1993 a judgment was
entered against the Company and Thomas V. Ackerly in the amount
of $60,565,581.00 plus interest beginning January 1, 1989. The
action was appealed and on June 1, 1994, the judgment was
reversed. Graystone Nash, Incorporated was not represented by
counsel in the new review ordered and the judgment stands
against it. Thomas V. Ackerly, acting as his own counsel,
presented to the Court additional information to review. Upon
review by the Court on July 10, 1995, the judgment and
pre-judgment interest was waived as to Thomas V. Ackerly. As a
result of the above actions, the subsidiary Graystone Nash,
Incorporated was forced to close and cease operations.
Also, the subsidiary Outwater and Wells, Inc. was forced to
close and cease operations in accordance with the lockup rules
of the SEC.
<PAGE>
The Company's business plan is to seek potential businesses that
may, in the opinion of Management, warrant the Company's
involvement. The Company acknowledges that as a result of its
limited financial resources, acquiring a suitable business will
be extremely difficult; however, the Company's principal
business objective will be to seek long term growth potential in
the business in which it participates, rather than immediate,
short term earnings. In seeking to attain its business
objectives, the Company will not restrict its search to any
particular industry. Management has no assurance that it will be
successful in its attempt to raise such capital.
Liquidity and Capital Resources
The Company has increased its assets principally by the increase
in trading securities of stocks that had little or no value in
the prior year and continues to have a very small amount of
liabilities. It is the intent of Management to seek potential
businesses in which to acquire through the issuance of the
Company's common stock. In addition, to make private placement
of common stock as a means of raising capital to propel the
Company into new arenas of high earnings potential. Additional
funding will be necessary in order to achieve these goals.
Item 8. FINANCIAL STATEMENT AND SUPPLEMENTAL DATA
The financial statements are attached hereto commencing on Page
F-1:
Audit report, February 28, 1997 and February 29, 1996.
Consolidated Balance Sheet at February 28, 1997 and February
29, 1996.
Consolidated Statements of Operations for the three months
period and
the nine months periods ended February 28, 1997
and February 29, 1996.
Consolidated Statement of Changes in Stockholders' Equity from
Inception through February 28, 1997.
Consolidated Statement of Cash Flows for the nine
months period ended
February 28, 1997 and February 29, 1996.
Notes to Financial Statements as of February 28,
1997 and February 29, 1996.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
<PAGE>
PART III
Item 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
Name: Age: Position: Term:
Thomas V. Ackerly 48 President,
and September 30, 1988
Director Present
Robert A. Spira 45
Director February 1, 1996
Present
Joseph Ben-Dak 40 Director
September 26, 1996
Present
Mr. Thomas V. Ackerly, was elected to the Board of Directors on
September 30, 1988 at which time he was appointed as President.
Mr. Ackerly held the same offices in Bradford-Taylor
Clearinghouse, Inc., a subsidiary of the Graystone Financial
Services, Inc. until July 31, 1995. Mr. Ackerly holds the same
offices in Harp Investments, Inc., the controlling shareholder
of Graystone Financial Services, Inc and G.S. Television
Productions, Inc. He currently devotes a substantial amount of
his time to the Company's business. Mr. Robert A. Spira was
appointed as a Director on February 1, 1996. Mr. Joseph Ben-Dak
was appointed as a Director on September 26, 1996.
Item 11. EXECUTIVE COMPENSATION
During the three months period ended February 28, 1997, Thomas
V. Ackerly received remuneration in the amount of $9,000. For
the fiscal year ended May 31, 1996 and the six months period
ended November 30, 1996, no officer, director, employee, or
affiliate of the Registrant received any remuneration. Moreover,
for these periods the Company has had no bonus, profit sharing
plan, or other compensation plan in which the executive officers
or director are participants. The Company's directors receive no
fees for their services.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Section 16(a) of the Securities Exchange of Act of 1934
(Exchange Act) requires the Company's directors, officers and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange
Commission. Directors, officers and persons with greater than
five percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all forms they
file with the Commission pursuant to Section (16a).
At February 28, 1997 and February 29, 1996, there were issued
and outstanding common shares of the Company stock to
beneficial owners and management, the Company's only class of
voting securities. The Company has no knowledge of any
arrangements which could affect the company.
<PAGE>
The following table will identify, as of February 28, 1997 and
February 29, 1996, the number and percentage of outstanding
shares of common stock owned by (i) each person known to the
Company who owns more than five percent of the outstanding
common stock, (ii) each officer and director of the Company, and
(iii) officers and directors of the Company as a group:
Name of Beneficial Owner Amount of Ownership Percent of
Class
Harp Investments, Inc.
3,362,500 84%
Name of Beneficial Owner Amount of Ownership Percent of Class
All Executive Officers/Directors as a Group 3,362,500
84%
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Thomas V. Ackerly, President of the Company, has loaned
money to and borrowed money from the Company. Currently, Mr.
Ackerly has a demand note in the amount of $115,000, dated
January 1, 1991, with a current balance at February 28, 1997 of
$117,963, and includes interest at the rate of 9% per annum. By
agreement between the parties, interest will not begin to accrue
on this note till January 1, 1996.
Item 14. SUBSEQUENT EVENTS
none
PART IV
Item 15. Exhibits and Reports on Form 8-K
Exhibits:
Statement Name
Page No.
Report of Independent Certified Public Accountant -
- - - - - - - - F-1
Consolidated Balance Sheet - - - - - - - - - - - - -
- - - - - - - - - - - F-2 F-3
Consolidated Statement of Income and Loss- - - - - -
- - - - - - - - F-4 F-5
Consolidated Statement of Stockholders' Equity- - - - - - - - -
- - F-6 F-7 Consolidated
Statement of Cash Flows - - - - - - - - - - - - - - - - F-8
F9
Notes To Financial Statements - - - - - - - - - - - -
- - - - - - - - - - - F-10 F14
Reports on Form 8-K:
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person
on behalf of the Registrant and in capacities and on the dates
indicated.
GRAYSTONE FINANCIAL
SERVICES, INC.
By: Thomas V. Ackerly, President and Director
Date
C O N T E N T S
Independent Auditors' Report - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - F-1
Consolidated Balance Sheets at February 28, 1997
and
February 29, 1996- - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - F-2 F-3
Consolidated Statement of Operations for the
Three months and
Nine Months Periods Ended February 28, 1997
and
February 29, 1997- - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - F-4 F-5
Consolidated Statement of Changes in
Stockholders' Equity from
Inception through February 29, 1997 - - - -
- - - - - - - - - - - - - - - - - - F-6 F-7
Consolidated Statement of Cash Flows for the Six
Months Period Ended
February 28, 1997 and February 29, 1996- - -
- - - - - - - - - - - - - -- - - F8 F-9
Notes to Consolidated Financial Statements - - - -
- - - - - - - - - - - - - - - - F-10 F-14
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Graystone Financial Services, Inc.
Glen Ridge, New Jersey
We have audited the accompanying consolidated balance sheet of
Graystone Financial Services, Inc. as of February 28, 1997 and
February 29, 1996 and the related consolidated statement of
operations, stockholders' equity and cash flows for the periods
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 of the
financial statements provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Graystone Financial Services,
Inc. as of February 28, 1997 and February 29, 1996, in
conformity with generally accepted accounting principles.
Clancy and Co., P.L.L.C.
Phoenix, Arizona
June 20, 1997
<PAGE>
BALANACE SHEET
ASSETS
FEBRUARY 28, 1997 FEBRUARY 29, 1996
Current Assets
Cash $
295 $ 20,669
Accounts Receivable
11,568 0
Marketable Securities - Trading - Note 4 2,203,653 525,371
Total Current Assets 2,215,516 546,040
Property and Equipment Net - Note 3 0 0
Other Assets
Receivables - Related Companies - Note 5 179,065 180,800
Security Deposits
1,175 0
Organization Costs
721 0
Investment - Digital Acoustic Systems Inc. - Note 1 500
0
Total Other Assets 181,461 180,800
Total Assets $ 2,396,977 $ 726,840
LIABILITIES AND STOCKHOLDERS EQUITY
FEBRUARY 28, 1997 FEBRUARY 29, 1996
Current Liabilities
Accounts Payable $ 6,550 $
6,053
Accounts Payable - Related Company - Note 5 31,613
173,216
Notes Payable
155,000 0
Total Current Liabilities
193,163 179,269
Stockholders' Equity
Preferred Stock: No Par Value, Authorized 10,000,000
Shares; Issued and Outstanding, NONE
0 0
Common Stock: Par Value $0.0001, Authorized 4,000,000;
Issued and Outstanding, 3,999,118
Shares at February 28,
1997 and February 29, 1996 400 400
Additional paid in capital 1,305,860 1,305,860
Deficit Accumulated During the Development Stage
897,554 (758,689)
Total Stockholders' Equity 2,203,814 547,571
Total Liabilities and Stockholders' Equity $ 2,396,977
$ 726,840
<PAGE>
COLUMN
1 For the Three Months Period Ended February 28, 1997
2 For the Three Months Period Ended February 29, 1996
3 For the Nine Months Period Ended February 28, 1997
4 For the Nine Months Period Ended February 29, 1996
5 Deficit Accumulated During The Development Stage
Revenues
Consulting Income $ 0 $ 23,443 $
113,733 $ 23,443 $ 176,733
Interest Income 0 0 0
0 232,031
Miscellaneous Income
0 0 0 0 45,049
Total Revenues 0 23,443 113,733 23,443
453,813
Expenses
General and
Administrative 82,425 40,533 201,034 116,089
813,320
Total Expenses 82,425 40,533 201,034 116,089 813,320
Operating Loss (82,425) (17,090) $ (91,317) $
(92,646) (359,507)
Other Income and (Loss)
Gain or (Loss) on Sale of
Securities 90,051 0 92,932 0 315,694
Other Income - Judgment 0 0 371,094
Loss on Disposal of
Discontinued
Subsidiaries -
Graystone Nash,
Incorporated And
Outwater & Wells, Inc. 0 0 0
(5,250) (1,178,806)
Temporary Increase
(Decrease) in
Marketable
Securities 38,257 434,184 (102,775) 457,371
1,740,530
Interest Income 7,800 0 7,800 0 7,800
Dividend Income 2 0 60
0 6,328
Total Other Income and
(Loss) 136,110 434,184 (1,983) 452,121
1,262,640
$ 53,685 $ 417,094 $ (89,334)
359,475 $ 903,133
Net Income or (Loss) Per Share of Common Stock
$ 0.01 $ 0.10 $ (0.02) $
0.09 $ 0.23
<PAGE>
COLUMN
1 Common Shares
2 Stock Amount
3 Additional Paid In Capital
4 Loss Accumulated During the Development Stage
5 Total
Sale of shares for cash in
private placement at $.001
20,000,000 $ 2,000$ 18,000 $ $ 20,000
Issuance of common stock
public offering for cash
(net of expenses) 5,500,000 550 211,992 212,542
Issuance of common stock
in connection with the
exercise of stock warrants 5,500,000 550 411,950
412,500
Net Loss for Year Ended
May 31, 1987
(29,350) (29,350)
Balance - May 31, 1987
31,000,000 3,100 641,942 (29,350) 615,692
Issuance of common stock
in connection with the
exercise of stock warrants 6,050,000 605 579,645
580,250
Net loss year ended
May 31, 1988 (55,625)
(55,625)
Balance - May 31, 1988
37,050,000 $ 3,705 $ 1,221,587 $ (84,975)
$ 1,140,317
Shares returned in
connection with stock
purchase agreement
September 30, 1988 (11,475,000) (1,148)
1,148 0
Issuance of shares in
connection with
acquisition of
Graystone/Nash, Inc. and
Outwater and Wells, Inc.
on September 30, 1988 59,675,000 5,968 5,968
Net loss year ended
May 31, 1989
(115,097) (115,097)
Balance - May 31, 1989
85,250,000 8,525 1,222,735 (200,072) 1,031,188
50:1 reverse split on
April 16, 1990
(83,545,000) (8,354) 8,354 0
Fractional shares issued in
connection with 50:1
reverse split
118 $ 0 $ $
$ 0
Net loss year ended
May 31, 1990
(24,240) (24,240)
Balance - May 31, 1990
1,705,118 171 1,231,089 (224,312) 1,006,948
Net income year ended
May 31, 1991
302,842 302,842
Balance - May 31, 1991 1,705,118 171
1,231,089 78,530 1,309,970
Net loss year ended
May 31, 1992
(13,256) (13,256)
Balance - May 31, 1992 1,705,118 171
1,231,089 65,274 1,296,534
Net loss year ended
May 31, 1993 (8,343) (8,343)
Balance - May 31, 1993
1,705,118 171 1,231,089 56,931 1,288,191
Net income year ended
May 31, 1994 (2,539) (2,539)
Balance - May 31, 1994
1,705,118 171 1,231,089 54,392 1,285,652
Net loss year ended
May 31, 1995 (1,172,556)
(1,172,556)
Balance - May 31, 1995 1,705,118
171 1,231,089 (1,118,164) 113,096
Issuance of shares for cash,
June 8, 1995 2,294,000 229 74,771
75,000
Net income year ended
May 31, 1996
0 2,110,631 2,110,631
Balance - May 31, 1996
3,999,118 400 1,305,860 992,467 2,298,727
Net loss nine months
period ended
February 28, 1997
(94,913) (94,913)
Balance- February 28, 1997
3,999,118 $ 400 $ 1,305,860 $ 897,554 $
2,203,814
<PAGE>
For The Year Ended May 31, 1997
For The Year Ended May 31, 1996
For The Year Ended May 31, 1995
From Inception Through May 31, 1997
Cash Flows from Operating Activities
Net Income or Loss $ 2,110,631 $ (1,172,556) $ 897,554
Temporary (Increase) or Decrease in
Marketable Securities (2,015,878) 0 1,740,530)
Loss on Disposal of Subsidiaries 0 0 1,095,336
Gain on Sale of Securities 0 0 0
315,694
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Depreciation 0 0 0
41,931
Changes in Operating Assets and Liabilities
(Increase) Decrease in Accounts Receivable
(6,166) 0
(11,569)
(Increase) Decrease in Security Deposits 0 0 (1,175)
(Increase) Decrease in Organization Costs 0 (721)
Increase (Decrease) in Accounts Payable (83,687)
0 6,550
Total Adjustments 77,521 0 (294,484)
Net cash provided (used) by operating
Activities 172,274 0 600,070
Cash Flows from Investing Activities
Purchase of Office Equipment
0 0 (41,931)
Advances to Subsidiaries
0 0 (1,203,788)
Investment in Related Company
(500) 0 (500)
Purchases of Marketable Securities (164,857) 0
(1,090,896)
Proceeds from Sales of Marketable
Securities 75,000 0 426,500
Net cash flows from investing activities (90,357) 0 (1,910,615)
Loan Proceeds
155,000 0 0 155,000
Advances to and from Related Companies 2,204 0
31,613
Advances to and from Related Company 46,327
0 (179,065)
Net Cash Provided by Financing Activities 48,531 0
1,307,840
Increase (Decrease) in Cash and Cash
Equivalents (130,353) 0
295
Cash and Cash Equivalents at Beginning of
Period (130,448) 0 0
Cash and Cash Equivalents at End of Period
$ 295 $ 0 $
295
Supplemental Information
Assets Purchased in Exchange for Common Stock
$ 0 $ 0 $ 5,968
Cash Paid for:
Interest $ 0 $ 0 $
121,310
Income taxes $ 0 $ 0
$ 0
<PAGE>
NOTE 1 - ORGANIZATION
Graystone Financial Services, Inc. (The Company), formerly known
as Capital Investment Development Corp. was incorporated under
the laws of the State of Florida on June 24, 1986 with an
authorized capital of 100,000,000 shares with a par value of
$.0001. On October 10, 1988 the Company amended its Articles of
Incorporation changing its name to Graystone Financial Services,
Inc.
On March 16, 1987, the Company formed a wholly-owned subsidiary,
Bradford-Taylor Clearinghouse, Inc. Bradford-Taylor
Clearinghouse, Inc. has been inactive from inception through
July 31, 1995. Bradford-Taylor Clearinghouse, Inc. entered into
a licensing agreement with Nico Electric, A.G. and/or overseas
assignees on August 1, 1995 in exchange for 82.67% of the common
stock of Bradford-Taylor Clearinghouse, Inc. The licensing
agreement allows Bradford-Taylor Clearinghouse, Inc.'s use of
Nico Electric, A.G. technology for alarms and security devices
up to 6Mhz and 1Mv for commercial use only. This reduced the
Company's ownership in Bradford-Taylor Clearinghouse, Inc. (now
Digital Acoustic System Inc.) to 13.3%.
On June 24, 1986, the Company issued 20,000,000 shares of its
common stock to private investors for a total cash consideration
of $20,000.
In connection with a public offering in September 1986, the
Company sold 5,500,000 shares of its common stock for $.05 per
share. Expenses incurred in connection with the public offering
of $62,458 were charged against additional paid in capital. Net
proceeds from the offering were $212,542.
Each share of common stock issued in connection with the public
offering included one class A warrant and one class B warrant.
The purchase warrants were exercisable over an eighth month
period ending May 18, 1987. Each redeemable warrant entitled
the holder to purchase one share of common stock at a price of
$.075 per share in the case of class A warrants and a price of
$.10 per share of class B warrants.
During the period ended May 31, 1987, 5,500,000 of class A
warrants were exercised at $.075 per share for a total cash
consideration of $412,500. On May 18, 1987, the class B
warrants were extended for a six months period.
In addition, in connection with the public offering 550,000
warrants were issued to the underwriter, which were exercised
commencing September, 1987 at a price of $.055 per share or an
aggregate of $30,250. The remaining 5,500,000 Class B warrants
were exercised during the year ended May 31, 1988 for an
aggregate of $550,000.
On September 30, 1988, the Stock Purchase Agreement dated April
4, 1988 by and between the Company and Harp Investments, Inc., a
privately held New Jersey
<PAGE>
NOTE 1 - ORGANIZATION - (CONTINUED)
corporation, was approved by the stockholders. The agreement
provided for the Company to acquire 100% of the outstanding
shares of capital stock of Graystone Nash, Incorporated, a New
Jersey corporation engaged in securities brokerage, trading and
research, investment banking activities and related financial
services, and 70% of the outstanding shares of Outwater and
Wells, Inc. (Graystone Nash owned 30% of the outstanding shares
prior to the exchange), a New Jersey corporation engaged in
providing a full range of securities clearance services to
Graystone Nash, Incorporated, in exchange for 59,675,000 shares
of the Company's common stock.
Additionally, 11,475,000 shares of the Company's common stock
was required to be returned to the Company by certain original
shareholders. The transaction was handled as a reverse merger.
On April 20, 1990, the National Association of Securities
Dealers, Inc. censured Graystone Nash, Incorporated and its
President, Thomas V. Ackerly. The Association fined Graystone
Nash, Incorporated and Thomas V. Ackerly $1,325,000, jointly
and severely, and expelled Graystone Nash, Incorporated from
membership in the Association and barred Thomas V. Ackerly from
association with a member of the Association.
Additionally, the Securities and Exchange Commission brought an
action against Graystone Nash, Incorporated and Thomas V.
Ackerly, its President, and on April 21, 1993 a judgment was
entered against the Company and Thomas V. Ackerly in the amount
of $60,565,581 plus interest beginning January 1, 1989. The
action was appealed and on June 1, 1994, the judgment was
reversed. Graystone Nash, Incorporated was not represented by
counsel in the new review ordered and the judgment still stands
against
it. Thomas V. Ackerly, acting as his own counsel, presented to
the Court additional information to review. Upon review by the
Court, on July 10, 1995, the judgment and pre-judgment interest
was waived as to Thomas V. Ackerly. As a result of the above
actions, the subsidiary Graystone Nash, Incorporated was forced
to close and cease operations. Graystone Nash, Incorporated
was forced to close and cease operations. Graystone Nash,
Incorporated discontinued its operations as of May 31, 1991, and
the subsidiary was disposed of on July 31, 1994, the date the
corporation was dissolved by the State of New Jersey.
Also, the subsidiary Outwater and Wells, Inc., was forced to
close and case operations in accordance with the lockup rules of
the SEC. Outwater and Wells, Inc. discontinued its operations
as of May 31, 1991, and the subsidiary was disposed of August
31, 1994, the date the corporation was dissolved by the State
of New Jersey.
<PAGE>
NOTE 1 - ORGANIZATION - (CONTINUED)
On April 16, 1990, the shareholders approved a 50:1 reverse
split of the Company's common stock. The reverse split reduced
the authorized shares of common stock to 4,000,000. An
additional 118 fractional shares were issued in connection with
the reverse split.
On June 8, 1995, the Company issued 2,294,000 shares of its
common stock to its controlling stockholder for a total cash
consideration of $75,000.
On September 19, 1996, the Company incorporated G. S. Television
Productions, Inc. (The Corporation) in the State of Delaware. On
October 3, 1996, the Corporation received authority to do
business in the State of New Jersey. The Corporation is a wholly
owned subsidiary of the Company and has been inactive since its
date of incorporation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Financial Statement Presentation
The records of the Company (A Corporation) are maintained
using the accrual method of accounting.
B. Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
with a maturity of three months or less
to be cash and cash equivalents.
C. Principles of Consolidation
The accompanying consolidated financial
statements include the accounts of the
Company and its wholly owned subsidiary, G.S. Television
Productions, Inc. (Inactive since its date of
incorporation September 19, 1996). Intercompany transactions and
balances have been eliminated in
consolidation.
D. Earnings or (Loss) Per Share
Earnings or (loss) per share is computed using
the weighted average number of shares of
common stock outstanding.
NOTE 3 - PROPERTY AND EQUIPMENT
February 28, February 29,
1997 1996
Machinery and Equipment $ 25,002 $ 25,002
Furniture and Fixtures 16,929 16,929
41,931 41,931
Less Accumulated Depreciation 41,931 41,931
Net Book Value $ 0
$ 0
Expenditures for repairs and maintenance and minor
renewal and betterments are charged to operations in
the year incurred. Major renewals and betterments are
capitalized. Depreciation is recorded
under the straight line method, utilizing a 5 year estimated
useful life.
NOTE 4 - OTHER CURRENT ASSETS
The following is a summary of Trading Securities
owned as of February 28, 1997:
Number
of Cost Market Shares
Value
Trading Securities owned
NJS Acquisitions Corp. 381,377 $
0 $ 2,003,729
Reed Systems, Inc. 19,444 0 0
Great American Lumber Co. 8,695 0 0
G K Intelligent Systems, Inc. 33,000
86,299 86,306
XO Corp.
200,000 100,005 100,005
Short Sale
51,996 51,996
Cash Account 15 15
Less Margin Account
(38,398) (38,398)
Total
$199,917 $2,203,653
====== =======
The following is a summary of trading securities
owned as of February 29, 1996:
NJS Acquisitions Corp.
61,832 $ 0 $ 525,371
Reed Systems, Inc.
97,221 0 0
Great American Lumber Co., Inc.
8,695 0 0
Total
$ 0 $ 525,371
==== ======
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES
Receivables - Related Companies represent advances to Harp
Investment, Inc., the controlling
shareholder of the Company in the original amount of $37,200,
dated March 31, 1995, with a balance of $40,636
and $37,200 as of February 28, 1997 and February
29, 1996. Thomas V. Ackerly, President of the Company, is a
note dated January 1, 1991 in the original
amount of $115,000, with a balance of $117,964 and $115,000 as
of
<PAGE>
February 28, 1997 and February 29, 1996. The notes are
payable on demand and include interest at the rate
of 9% per annum. By agreement with the parties, interest will
not begin to accrue on these notes till
January 1, 1996. Interest is accrued on the above in the
amount of $13,965 as of February 28, 1997. Additionally,
the Company has advanced $6,500 and $28,600 to
Kali Trading Co., a related company, at February 28, 1997 and
February 29, 1996. Other advances to and from
related companies amounted to $31,613 and $173,216,
respectively as of February 28, 1997 and February 29, 1996.
NOTE 6- OTHER MATTERS
Effective February 1, 1996, the Company entered into a
consulting agreement with Chapman Spire
and Carson LLC to provide assistance in developing clients who
are seeking access to public markets through the
merger or acquisition of a public company or
entry to trading markets through the introduction to financing
institutions or broker/dealers. The
contract is for one year and the fee for services will be
$108,000.
<PAGE>
