FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] 15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: 1/31/98
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission file number: 0-25792
PRATT, WYLCE & LORDS, LTD.
(Exact name of registrant as specified in charter)
Nevada 84-1247085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Office Park Road, Suite 222, Hilton Head Island, SC 29928
(Address of principal executive offices) (zip Code)
Registrant's telephone number,
including area code:
(803) 686-5590
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Check whether the issuer (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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for at least 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 to Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X].
The Corporation's revenues for its most recent fiscal year were $0.00.
As of January 31, 1998, five market makers maintained bids in the Company's
securities. The current market value of the registrant's voting $.001 par
value common stock held by non-affiliates of the Registrant is approximately
$798,507.
The number of shares outstanding of registrant's only class of common stock,
as of January 31, 1998 was 3,204,270 and at July 31, 1998 was 5,243,470
shares of its $.001 par value common stock.
No documents are incorporated into the text by reference.
Transitional Small Business Disclosure Format (check one):
Yes No x
Exhibit Index is located on Page 20.
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
A. Business Development. Pratt, Wylce & Lords, Ltd., (the
"Company") was incorporated in the State of Florida on May 22, 1986 using the
name Global Wrestling Alliance, Inc. The Company was authorized to issue
75,000,000 common shares at $.0001 par value. The Company had limited
operations from 1988 through 1990 and ceased operations at that time. The
Company experienced a change in control and pursuant to a Board of Directors
meeting and subsequent written consent of a majority of its shareholders on
May 31, 1993, the Company began operations of its present business under the
name Pratt, Wylce & Lords, Ltd. and a One for One Hundred reverse stock split
was effectuated. The Company was reincorporated in the State of Nevada on
August 18, 1993. Pursuant to the Articles of Merger, the Company is
authorized to issue 75,000,000 common shares at $.001 par value and as of
December 31, 1998 there were 3,204,270 common shares outstanding.
B. Business of Company.
General. The previous business objective of the Company was to provide
consulting services which assist the client company in becoming a publicly
traded company.
During January 1997, the Company determined that it was unable to complete
certain of its consulting projects and would be unable to accept new
consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services. The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.
Since its cessation of financial consulting activities, the Company has carried
out administrative functions and has begun liquidating its investment portfolio.
The Company is currently seeking new business activities unrelated to the
provision of financial services.
Competition. Any proposed business of the Company could be very competitive.
The Company will encounter competition in its chosen business who are
already offering, or will in the future offer, the same or similar products
services as those which may be offered by the Company. Entities with greater
established financial resources and contacts than the Company may be competitor
in the Company's chosen business industries. They may develop marketing
strategies that are competitive with or superior to the Company's products
and/or services or which can be marketed more effectively.
Federal and/or State Regulation. The Company is not subject to any federal
or state regulations regarding its services or proposed activities. However,
the Company files required reports under Section 12g of the Securities Act of
1934. Additionally, the Company is subject to the requirements discussed
below as a Business Development Company.
Business Development Company. In July, 1995, the Company elected to be
treated as a Business Development Company ("BDC") pursuant to Section 54 of
the Investment Company Act of 1940 (the "1940 Act"). On October 21, 1980,
the 1940 Act was amended by a series of amendments which added sections 55
through 65. These sections comprise the Small Business Investment Incentive
Act of 1980 (the "SMIIA"). For purposes of the SMIIA, a business
development company is defined as a domestic closed-end company which is
operated for the purpose of making certain types of investments and which
makes available significant managerial assistance to the companies in which it
invests. Generally, a company which elects to be treated as a business
development company, or intends within 90 days to so elect, is exempt from
certain provisions of sections 1 through 53 of the 1940 Act.
To take advantage of these special regulatory provisions, a BDC must comply
with sections 55 through 65 of the 1940 Act, which require, among other
things, that:
a. a majority of the BDC's directors must not be "interested persons"
as defined in section 2(a)(19) of the 1940 Act;
b. A BDC is restricted in the kind of investments it can make, i.e.,
at least seventy percent of the BDC's assets (excluding assets necessary to
maintain the business, such as office furniture) must consist of securities of
small, developing business or financially troubled businesses and such liquid
assets as cash or cash items, Government securities or short-term, high
quality debt securities;
c. A BDC must annually furnish to its shareholders a statement, in
such form and manner as the Securities and Exchange Commission may prescribe,
about the risks involved in investing in a BDC due to the nature of its
portfolio, and;
d. A BDC must have a class of equity securities registered under the
1934 Act or have filed a registration statement under that section and must
comply with the periodic reporting requirements under the 1934 Act, including
annual reports, quarterly reports and reports of certain material changes,
rather than with those in section 30 of the 1940 Act.
<PAGE> 3
Due to the change in the business of the Company, the Company shall elect not
to be treated as a BDC as soon as practicable
Employees. The Company has two full time employees and no part time employees.
The Company shall employ additional individuals as required.
Seasonal Nature of Business Activities. The Company's business activities
are not seasonal.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company currently occupies an office facility of 400 square feet. It has
a month to month lease term with a monthly lease payment of $533.25.
ITEM 3. LEGAL PROCEEDINGS.
The Company knows of no material pending or threatened legal proceedings to
which the Company and its subsidiary is a party or of which any of its
properties is subject, and no such proceedings are known to the Company to be
contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended January 31, 1998, no
matters were submitted to a vote of the Company's security holders, through
the solicitation of proxies.
<PAGE> 4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market and listed
on the OTC Bulletin Board under the symbol "PWLS".
The following table sets forth the range of high and low bid quotations for
the Company's common stock for each quarter of the last two fiscal years, as
reported by the OTC Bulletin Board. The Company's market makers are Parago
Capital Corp., Olsen Payne Company, Sharpe Capital, Inc., Wien Securities Corp.
and North American Institutional Brokers.The quotations represent inter-dealer
prices without retail markup, markdown or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
Quarter Ended High Bid Low Bid
<S> <C> <C>
4/30/96 3 5/16 2 3/4
7/31/96 3 3/4 3 5/16
10/31/96 1 3/4 1 5/8
1/31/97 3/8 3/8
4/31/97 3/16 3/8
7/31/97 3/16 17/32
10/31/97 5/16 7/16
1/31/98 5/16 7/8
</TABLE>
The Company's common stock commenced trading on the over-the-counter market in
February, 1994. Prior to that time, there was no market for the securities
of the Company.
The Company has never paid any cash dividends nor does it intend, at this
time, to make any cash distributions to the Registrant's shareholders as
dividends in the near future.
As of January 31, 1998, the number of holders of Company's common stock was
950.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Trends and Uncertainties. Due to its change in business, the Company can no
longer operate on revenues from its consulting fee income. The Company will
have to seek equity or debt financing to commence operations again. The
Company has tried to limit its general and administrative expenses now that
its operations have ceased.
Capital Resources and Source of Liquidity.
The Company can meet its short term cash flow needs from the sale of
investment securities ($173,114 for the year ended January 31, 1998),
advances of $86,819 from Timothy Miles, a principal shareholder and the
proceeds of $85,961 received from a private placement of its common shares
to supplement its cash flow needs. In the long term, the Company
shall utilize the sale of its investment securities to meet its cash flow
needs until the Company can implement its new business plan.
Going Concern. The Company is not currently delinquent on any of its
obligations even though the Company has ceased to generate revenue from its
consulting services.
For the year ended January 31, 1998, the Company received proceeds from the
sale of investments of $173,114. The Company made advances to an affiliate of
$56,100 and purchased fixed assets for $1,000 resulting in net cash provided by
investing activities of $116,014 for the year ended January 31, 1998.
For the year ended January 31, 1997, the Company purchased fixed assets for its
office valued at $875 and received proceeds from investment sales of
$563,646 resulting in net cash used in investing activities for the year ended
January 31, 1997 of $562,771.
During the year ended January 31, 1998, the Company received net cash proceeds
of $85,961 from the sale of its common stock and received advances from a
shareholder of $86,819. This resulted in net cash provided by financing
activities of $172,780 for the year ended January 31, 1998.
During the year ended January 31, 1997, the Company received net cash proceeds
of $185,750 from the sale of its common stock in a private placement pursuant
to Regulation D of the Securities Act of 1933. These efforts resulted in net
cash provided by financing activities of $185,750 for the year ended January
31, 1997.
<PAGE>5
Results of Operations:
For the year ended January 31, 1998 compared to the year ended January 31,
1997. The Company has a net loss of $440,729 for the year ended January 31,
1998 compared to a net loss of $128,l603 for the year ended January 31, 1997.
The Company received total revenue of $0.00 for the year ended January 31, 1998
company to $685,512 (fee income of $679,955 and interest income of $5,557) for
the year ended January 31, 1997. This significant decrease was due to the
cessation of providing any consulting services to client companies due to the
delays client companies were experiencing in obtaining effective
registration statements and, as such, the Company's abilities to move forward
with other client companies. General and administrative expense decreased
from $1,486,122 to $217,052 for the year ended January 31, 1998. The
decrease is directly attributed to the cessation of consulting for client
companies. General and administrative expenses are composed primarily of
salaries and wages ($39,200), professional fees ($81,419), telephone
charges ($10,856), travel expenses ($25,048), advertising and promotion
($3,565), printing ($3,387), postage and freight $(3,874), payroll taxes
($44,321) and other costs ($5,382).
Depreciation was $1,343 for the year ended January 31, 1998 compared to
$3,699 in 1997. The investment stock received for services was decreased
dramatically from $421,825 in 1997 to $0.00 in 1998 due to decision not to move
forward with new clients in light of the delays in client companies receiving
effective registration statements. Additionally, the Company realized a
$20,797 gain from the sale of its investments for the year ended January 31,
1998 compared to a $540,221 gain from the sale of its investments for the year
ended January 31, 1997. This was due to the increased liquidity of the
Company's client companies stock in National Sorbents, Inc., Gaming Venture
Corp., U.S.A. and Level Best Golf, Inc. and the Company's need for additional
cash flow. The Company had an unrealized investment depreciation of $244,474
for 1998 compared to an unrealized investment appreciation of $445,636 for the
year ended January 31, 1997 due to the writedown of the client companies
investments. The Company abandoned fixed assets valued at $6,868 for the year
ended January 31, 1997 but none for the year ended January 31, 1998. The
Company distributed free trading investment shares of its client companies for
services in 1997 valued at $395,156 but did not distribute any investment
shares of its client companies in 1998. Accounts and notes receivable
decreased $1,100 in 1998 compared to $3,900 in 1997 Accounts payable decreased
$97,600 for the year ended January 31, 1998 compared to an increase by $156,215
for the year ended January 31, 1997 due to cessation of consulting to client
companies. Deferred revenue decreased $1,180,058 for the year ended January
31, 1997 compared to none for the year ended January 31, 1998. The decreased
amounts in 1997 were due the Company's decision to decrease the number of client
companies until current client companies had effective registration statements.
The provision for income taxes was $(212,270) for the year ended January 31,
1997 compared to $0.00 for the year ended January 31, 1998 due to decreased
revenues and increased general and administrative costs as a result of cessation
of operations. Dividends payable decreased by $243,839 in 1997 due to the
Company's decision not to contract with additional client companies until
current client companies needs were met. No dividends were paid in the year
ended January 31, 1998. Net cash used in operating activities was $298,209 for
the year ended January 31, 1998 compared to net cash used in operating
activities of $827,980 for the year ended January 31, 1997.
For the year ended January 31, 1997 compared to the year ended January 31,
1996. The Company received total revenue of $685,512 (fee income of $679,955
and interest income of $5,557) for the year ended January 31, 1997 compared to
$1,305,938 (fee income of $1,303,509 and interest income of $2,429) for the
year ended January 31, 1996. This significant decrease was due to the delays
client companies were experiencing in obtaining effective registration
statements and, as such, the Company's abilities to move forward with other
client companies. General and administrative expense increased from $481,370
to $1,486,122 for the year ended January 31, 1997. The increase is
attributed to expanded efforts to generate new business and to service the
needs of an increased number of client companies. The increase is composed
primarily of larger amounts incurred for salaries and wages ($592,510),
professional fees ($91,073), telephone charges ($28,189), travel expenses
($42,477), advertising and promotion of $246,592), consulting fees ($200,000)
printing ($68,294), postage and freight $(19,482), payroll taxes ($24,705) and
other costs ($172,800). The Company experienced a net decrease in net assets
resulting from operations of (128,603) for the year ended January 31, 1997
compared to a net increase in net assets resulting from operations in 1996 of
$339,379. The net decrease is mainly due to delay in the registration of
its client companies filings and the large increase in general and
administrative costs associated with attempts to market the securities of
Level Best Golf, Inc. and Gaming Venture, Inc. Depreciation was $3,699
for the year ended January 31, 1996 compared to $2,584 in 1996. The
investment received for services was decreased dramatically by $421,825
compared to $1,641,000 in 1996 due to decision not to move forward with new
clients in light of the delays in client companies receiving effective
registration statements. Additionally, the Company realized a $540,221 gain
from the sale of its investments for the year ended January 31, 1997 and
$82,879 for the year ended January 31, 1996. This was due to the
increased liquidity of the Company's client companies stock in Gaming
Venture Corp., U.S.A. and Level Best Golf, Inc. and the Company's need
for additional cash flow. The Company had an increase in unrealized
investment appreciation of $445,636 for the year ended January 31, 1997 and
a decrease in unrealized investment appreciation of $366,084 for the year
ended January 31, 1996 due to the writedown of the Sports Legends, Inc.
<PAGE>6
investment. The Company abandoned fixed assets valued at $6,868. The
Company distributed free trading investment shares of its client companies
for services in 1997 valued at $395,156 compared to $9,947 in 1996.
Accounts and notes receivable decreased $3,900 in 1997 compared to a
decrease in 1996 of $7,545. The 1996 decrease reflects the collection of
non-recurring advances during 1996. The Company does not usually record
amounts receivable for its services to clients as these services are paid for
in advance by cash deposits and the issuance of common stock. Such
amounts are carried in the deferred revenue account until earned by the
Company. Accounts payable increased by $156,215 for the year ended January
31, 1997 compared to an increase of $3,536 for the year ended January
31, 1996 due to increased costs related to services performed on behalf
of its client companies. Deferred revenue decreased $1,180,058 for the year
ended January 31, 1997 compared to an increase of $609,166 for the year
ended January 31, 1996. The decreased amounts in 1997 were due the
Company's decision to decrease the number of client companies until current
client companies had effective registration statements. The increased
amounts in 1996 were due to increased operations and entering into consulting
agreements with additional client companies. The provision for income taxes
was $(212,270) for the year ended January 31, 1997 compared to $201,895 due
to decreased revenues and increased general and administrative costs as a
result of decreased operations. Dividends payable decreased by $243,839 in
1997 due to the Company's decision not to contract with additional client
companies until current client companies needs were met. Net cash used in
operating activities was $827,980 for the year ended January 31, 1997
compared to net cash used in operating activities of $112,980 for the year
ended January 31, 1996.
Plan of Operation. During January 1997, the Company determined that it was
unable to complete certain of its consulting projects and would be unable to
accept new consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services. The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.
Since its cessation of financial consulting activities, the Company has carried
out administrative functions and has begun liquidating its investment portfolio.
The Company is currently seeking new business activities unrelated to the
provision of financial services.
<PAGE> 7
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Pratt, Wylce & Lords, Ltd.
We have audited the balance sheet of Pratt, Wylce & Lords, Ltd. as of
January 31, 1998, and the related statements of operations, changes in net
assets, and cash flows for each of the two years then ended. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits 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 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 Pratt, Wylce & Lords,
Ltd. as of January 31, 1998, and the results of its operations, changes in
net assets and cash flows for each of the two years then ended, in
conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, investment securities
not readily marketable amounting to $1,988,815 as of January 31, 1997, have
been valued at fair value as determined by the Board of Directors. We have
reviewed the procedures applied by the directors in valuing such securities
and investments and have inspected underlying documentation, and in the
circumstances, we believe the procedures are reasonable and the
documentation appropriate. However, because of the inherent uncertainty of
valuation, the Board of Directors' estimate of fair values may differ
significantly from the values that would have been used had a ready market
existed for the securities, and the difference could be material.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
June 19, 1998
<PAGE>8
Pratt, Wylce & Lords, Ltd.
Balance Sheet
January 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments at market or fair value:
Investments in common stocks $ 279,238
Cash 1,528
Advances to affiliate 54,100
Property and equipment, at cost, net of
accumulated depreciation of $3,212 3,946
----------
338,812
LIABILITIES
Accounts payable 21,657
Accrued expenses 1,749
Payroll taxes payable 40,900
Advances from shareholder 86,819
----------
151,125
----------
$ 187,687
===========
NET ASSETS
Common stock, $.001 par value,
75,000,000 shares authorized,
3,204,270 shares issued and outstanding $ 3,255
Additional paid-in capital 555,041
Undistributed operating income and investment
gains (losses):
Accumulated operating losses (400,532)
Unrealized accumulated appreciation
of investments 29,923
----------
(370,609)
----------
Net assets applicable to outstanding common
shares (equivalent to $.06 per share, based
on outstanding common shares of 3,204,270) $ 187,687
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>9
Pratt, Wylce & Lords, Ltd.
Statements of Operations
Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Revenues:
Fee income $ - $ 679,955
Interest and dividend income - 5,557
----------- -----------
- 685,512
Costs and expenses:
General and administrative 217,052 1,486,122
Losses on contract cancellations 307,250
Interest expense 6,600
----------- -----------
217,052 1,799,972
----------- -----------
Income from operations before
before income taxes (217,052) (1,114,460)
Income (taxes) benefit (76,050) 335,191
----------- -----------
Income from operations (293,102) (779,269)
Realized gain (loss) on investments 20,797 540,221
Income (taxes) (7,071) (183,675)
----------- -----------
13,726 356,546
Increase (decrease) in unrealized
appreciation of investments (244,474) 445,636
Income (taxes) benefit 83,121 (151,516)
----------- -----------
(161,353) 294,120
Net increase (decrease) in net assets
resulting from operations $ (440,729) $ (128,603)
=========== ===========
Basic (loss) per share:
Net (loss) from operations $ (0.11) $ (0.28)
Net realized gains on investments 0.0 0.13
Net unrealized gains (losses) on investments (0.0) 0.11
----------- -----------
Net (loss) $ (0.16) $ (0.05)
=========== ===========
Weighted average shares outstanding 2,777,904 2,777,904
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>10
Pratt, Wylce & Lords, Ltd.
Statements of Changes in Net Assets
Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net income from operations $ (293,102) $ (779,269)
Realized gain (loss) from investment 13,726 356,546
Net increase (decrease) in unrealized
appreciation of investments (161,353) 294,120
------------ ------------
Net increase in net assets
resulting from operations (440,729) (128,603)
------------ ------------
Capital share transactions:
Private sales of common stock 85,961 223,250
Common stock issued for services 14,000
Unpaid stock subscription (31,500)
Payment of stock subscription 31,500
Cancellation of dividends 452,161
------------ ------------
Total capital share transactions 131,461 643,911
------------ ------------
Increase (decrease) in net assets (309,268) 515,308
Net assets at beginning of period 496,955 (18,353)
------------ ------------
Net assets end of period $ 187,687 $ 496,955
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>11
Pratt, Wylce & Lords, Ltd.
Statements of Cash Flows
Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (440,729) $ (128,603)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,343 3,699
Investment stock received for services (421,825)
Unrealized (appreciation) depreciation on investments 244,474 (445,636)
Gain from sale of investments (20,797) (540,221)
Abandonment of fixed assets 6,868
Common stock issued for services 14,000
Investment stock paid for services 395,156
Changes in assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable 1,100 3,900
(Decrease) increase in:
Accounts payable (97,600) 156,215
Accrued expenses 1,778,634
Deferred revenue (1,180,058)
Dividends payable (243,839)
Deferred income taxes (212,270)
----------- -----------
Total adjustments 142,520 (699,377)
----------- -----------
Net cash provided by (used in)
operating activities (298,209) (827,980)
----------- -----------
Cash flows from investing activities:
Proceeds from sale of investments 173,114 563,646
Advances to affiliate (56,100)
Purchase of fixed assets (1,000) (875)
----------- -----------
Net cash provided by (used in) investing activities 116,014 562,771
----------- -----------
Cash flows from financing activities:
Common stock sold for cash 85,961 185,750
Advances from shareholder 86,819 -
----------- -----------
Net cash provided by (used in)
financing activities 172,780 185,750
----------- -----------
Increase (decrease) in cash (9,415) (79,459)
Cash, beginning of period 10,943 90,402
----------- -----------
Cash, end of period $ 1,528 $ 10,943
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>12
Pratt, Wylce & Lords, Ltd.
Statements of Cash Flows
Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Amounts paid for:
Income taxes $ - $ -
Interest $ - $ 6,600
Supplemental disclosure of non-cash investing
and financing:
Investment in common stocks received for
services provided $ - $ 1,821,316
Dividend in kind to stockholders $ - $ 243,839
Investment stock paid for services $ - $ 395,156
Payment of stock subscription with securities $ 31,500 $ -
Return of equity securities to issuers $1,868,816 $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>13
Pratt, Wylce & Lords, Ltd.
Notes to Financial Statements
Note 1. Summary of significant accounting policies.
Organization
The Company was incorporated in the State of Florida on May 22, 1986. The
Company had limited operations from 1988 through 1990 and ceased operations
at that time. The Company experienced a change in control and began
operations of its present business as of May 31, 1993. The Company was
reincorporated in the State of Nevada on August 18, 1993.
The Company was in the business of providing financial consulting services
for corporate clients. As compensation for these services, the Company
received both cash and common stock of the companies to which it provided
its services. The Company had elected to be treated as a Business
Development Company pursuant to Section 54 of the Investment Company Act of
1940.
During January 1997, the Company determined that it was unable to complete
certain of its consulting projects and would be unable to accept new
consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services. The termination contracts
provide that the Company retain as revenue all cash paid to date and that
the Company return all or a major portion on common stock issued to it by
client companies. Since its cessation of financial consulting activities
during January 1997 the Company has carried out administrative functions and
has begun liquidating its investment portfolio. The Company is currently
seeking new business activities unrelated to the provision of financial
services.
Securities valuation
Investments in unrestricted securities that are traded in the over-the-
counter market are generally valued at the closing bid price on the last day
of the year. Restricted securities and securities for which no public
market exist are valued at fair value as determined by the Board of
Directors. These securities are initially valued at the price per share
provided for in the client company's private sale of its securities.
Periodic adjustments to the initial fair value are made when deemed
appropriate by the directors based upon intervening events or circumstances
that would have a material effect on the Company's ability liquidate the
securities. Such intervening events and circumstances would include among
others material changes in the client's financial position and results of
operations, doubts about the client's ability to continue as a going
concern, a petition in bankruptcy, the discovery of a material legal or
environmental claim, more recent sales of non-trading securities or the
abandonment of plans to complete a registration of the securities for public
sale.
Cash and cash equivalents
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. The Company had no cash equivalents during the
periods presented.
Furniture and equipment
Furniture and equipment are stated at cost. Depreciation is provided for by
the straight-line method over estimated useful lives as follows:
Equipment 5 years
Revenue
Revenue from the sale of investments is recorded on settlement dates as
determined by independent brokers and dealers in securities. The use of
trade dates for determination of such revenue would not have a material
effect on reported amounts.
Income taxes
Deferred taxes are provided to reflect the income tax effects of amounts
included for financial statement purposes in different periods than for tax
purposes, principally unrealized appreciation of investments and the
valuation of securities received as revenue, the constructive receipt of
which for income tax purposes precedes the establishment of fair value under
generally accepted accounting principles. Valuation of the securities for
income tax purposes is based on fair value at the date the shares are issued
to the Company, which is generally one to three months prior to the private
sale of stock by the client company.
Per share amounts
In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings Per Share." SFAS No. 128 supersedes and
simplifies the existing computational guidelines under Accounting
Principles Board ("APB") Opinion No. 15, "Earnings Per Share."
<PAGE>14
The statement is effective for financial statements issued for periods
ending after December 15, 1997. Among other changes, SFAS No. 128
eliminates the presentation of primary earnings per share and replaces it
with basic earnings per share for which common stock equivalents are not
considered in the computation. It also revises the computation of
diluted earnings per share. The Company has adopted SFAS No. 128 and
there is no material impact to the Company's earnings per share,
financial condition, or results of operations. The Company's earnings
per share have been restated for all periods presented to be consistent
with SFAS No. 128.
The basic loss per share is computed by dividing the net loss for the
period by the weighted average number of common shares outstanding for
the period. Loss per share is unchanged on a diluted basis since the
assumed exercise of common stock equivalents would have an anti-dilutive
effect.
Concentration of credit risk
Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of cash and investments in
client company common stocks. During the year the Company did not maintain
cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. Client company common
stocks are generally thinly traded new issues traded in the over-the-counter
market or securities for which no market exists.
Attempts by the Company or others to sell substantial positions in these
securities could have material negative effects on quoted market prices and
the resulting fair value of the securities.
Estimates
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates. Management estimates the fair value of its
investments in securities for which no public market exists based on the
factors mentioned above. It is reasonably possible that changes may occur
in the near future with respect to client company activities that would
require adjustment of the fair value of these securities.
Note 2. Investments
Common stock of client companies is issued to the Company as payment for its
services and is recorded as revenue ratably over the term of the consulting
contract. As indicated in Note 1, the Company has completed termination
agreements with all of its consulting clients.
At January 31, 1998 the Company had investments in listed common equity
securities as follows:
Historical Fair
Shares Cost Value
Free trading shares:
Level Best Golf, Inc. 3,500 $ 5,250 $ -
National Sorbents, Inc. 176,000 264,000 33,088
First Nordic (formerly Sherman Goelz) 55,000 5,000 -
-------- --------
$274,250 $ 33,088
Restricted shares:
Coronado Industries, Inc. 100,000 $ 60,000 $ 87,500
Fair value of securities as of January 31, 1998 was determined by reference
to prices quoted on the NASDAQ OTC Bulletin Board.
The shares of National Sorbents, Inc. were issued to the Company during
November 1995. At January 31, 1997, the Board of Directors determined that
intervening events and circumstances had arisen that would require
adjustment of the fair value of these securities as of January 31, 1997 to
zero value. Specifically, the company has suffered significant
deterioration of financial position and results of operations and has halted
its efforts to register its securities for public sale. During the year
ended January 31, 1998, this client company was able to establish limited
trading of its securities in the over the counter market.
At January 31, 1998 the Company had investments in common equity securities
for which no public market exists as follows:
Historical Fair
Shares Cost Value
Rubicon Sports, Inc. 25,000 $ 37,500 $ 62,500
Immune Technologies, Inc. 10,000 15,000 15,000
Players Network 25,000 37,500 37,500
Casinovations Incorporated 29,100 43,650 43,650
---------- ----------
$ 133,650 $ 158,650
<PAGE>15
Other securities for which no public market exists as of January 31, 1998
were valued at their initial fair value, which in all cases amounted to
$1.50 per share except for Rubicon Sports, Inc which has commenced a private
offering of its securities at $2.50 per share. No intervening events or
circumstances occurred subject to the initial valuation of these securities
that would require an adjustment to their valuation as of January 31, 1997.
The Company owns less than 15% of outstanding common stock of its client
companies.
During the year ended January 31, 1997, the Company completed the following
transactions with respect to its portfolio of listed securities:
Sales for cash
Shares Proceeds Gain
Applied Cellular Technologies 11,502 $ 52,674 $ 5,516
Gaming Ventures, Inc. 45,500 $158,290 $ 90,040
Level Best Golf 95,500 $352,682 $209,432
Distribution for services
Shares Proceeds Gain
Applied Cellular Technologies 5,843 $ 23,919 $ -
Gaming Ventures, Inc. 62,500 $248,437 $155,777
Level Best Golf 28,896 $122,800 $ 79,456
Distribution as dividends
Shares Cost
Gaming Ventures, Inc. 63,556 $ 95,334
Level Best Golf 99,003 $148,505
During the year ended January 31, 1998, the Company completed the following
transactions with respect to its portfolio of listed securities:
Sales for cash
Shares Proceeds Gain (Loss)
National Sorbents, Inc. 40,000 $ 7,520 $(52,480)
Gaming Ventures, Inc. 13,444 $ 32,988 $ 12,822
Level Best Golf 48,101 $132,606 $ 60,455
Note 3. Furniture and equipment
Furniture and equipment consists of the following at January 31, 1998:
Office equipment $ 7,158
Less accumulated depreciation (3,212)
--------
$ 3,946
Depreciation expense charged to operations was $1,343 and $3,699 during the
years ended January 31, 1998 and 1997 respectively.
In connection with the termination of its consulting contracts at January
31, 1997 as discussed in Note 1, the Company ceased operations in its
Denver, CO office and transferred $12,773 (net book value of $6,867) of
office equipment to a former employee in exchange for cash of $1,100. The
Company recorded $5,767 of compensation expense in connection with the
transfer of assets.
Note 4. Capital share transactions
During the period covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of
1933. Although the Company believes that the sales did not involve a public
offering of its securities and that the Company did comply with the "safe
harbor" exceptions from registration under section 4(2), it could still be
liable for recession of the sales if such exceptions were found not to
apply. The Company has not received a request for rescission of shares
nor does it believe that it is probable that its shareholders would
pursue rescission nor prevail if such action were undertaken
During the year ended January 31, 1997 the Company issued 161,950 shares of
its common stock to a limited investor group for cash aggregating $185,750
and issued 150,000 shares of common stock for the exercise of common stock
options valued at $39,000 of which $31,500 remained unpaid at January 31,
1997
During the year ended January 31, 1998 the Company issued 329,674 shares of
its common stock to a limited investor group for cash aggregating $85,961.
Additionally, the Company issued 50,000 shares of its common stock valued at
$.25 per share for services provided to the Company.
<PAGE>16
Note 5. Commitments
During the year ended January 31, 1996, the Company negotiated an
operating lease for executive office space. The initial term of the
lease has expired and the Company occupies the offices on a month to
month basis.
Rent expense amounted to $5,590 and $14,338 for the years ended January
31, 1998 and 1997, respectively.
Note 6. Income taxes
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current
or non-current, depending on the classification of assets and liabilities
to which they relate. Deferred taxes arising from temporary differences
that are not related to an asset or liability are classified as current
or non-current depending on the periods in which the temporary
differences are expected to reverse. The deferred tax asset resulting
from the operating loss carryforward described below has been fully
reserved.
The Company currently has net tax operating loss carryforwards
aggregating approximately $698,000 which expire beginning in 2008. The
principal difference between the Company's book operating losses and
income tax operating losses results from recognition of unrealized gains
or losses on securities owned for financial statement purposes.
Note 7. Sales to major customers
During the year ended January 31, 1997, the Company recorded revenue for
services provided to client companies that comprise greater than 10% of
total revenues as follows:
Level Best Golf, Inc. $ 68,642
Trinity Works, Inc. $ 73,252
Casinovations, Inc. $ 82,500
Immune Technologies, Inc. $ 90,000
Note 8. Stock option plan
During 1995, the Company adopted the 1995 Non-Statutory Stock Option Plan
which provides for granting to the Company's officers, directors,
employees and certain other individuals who consult with or advise the
Company, options to acquire up to 750,000 shares of the Company's common
stock. The shares issuable under the 1995 plan are at a price not less
than 85% of the fair market value of the stock on the date of grant. The
exercise periods of the options are not to exceed ten years. No options
have been granted pursuant to the plan as of January 31, 1998.
Note 9. Related Party Transactions
During the year ended January 31, 1998, the Company's former president who is
currently a major shareholder of the Company made working capital advances to
the Company of $86,819.
Note 10. Subsequent event
During the year ended January 31, 1998, the Company made working capital
advances to Immune Technologies, Inc. (Immune), a former client company,
amounting to $54,100. The business of Immune consists of research and
development and marketing of products based on new technology for the
prevention and related therapy of infectious diseases in animals.
Subsequent to January 31, 1998 the Company entered into a purchase and sale
agreement with Immune whereby the Company would purchase certain assets of
Immune consisting primarily of accounts receivable, furniture, equipment and
intangible assets. The purchase price paid consists of 2,000,000 shares of
the Company's common stock and the cash advances made.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Neither during the twenty-four months prior to the date of the Company's
financial statements included herein nor in any subsequent period thereafter
did the Company file a Form 8-K with the Securities and Exchange Commission
reporting a change of accountants involving a disagreement of any matter of
accounting principles or practices of financial statement disclosure.
<PAGE>17
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Board of Directors. The following persons listed below have been retained to
provide services as director until the qualification and election of his
successor. All holders of Common Stock will have the right to vote for Directors
of the Company. The Board of Directors has primary responsibility for adopting
and reviewing implementation of the business plan of the Company, supervising
the development business plan, review of the officers' performance of specific
business functions. The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Company. Directors receive no compensation or fees for their services
rendered in such capacity.
The Executive Officers and Directors are:
<TABLE>
<CAPTION>
<S> <C> <C>
L. Alan Schafler, age 59 President/Treasurer June 1997
Director to present
MaryEllen Miles, age 36 Secretary May 1993
to present
Erich Schmid, age 52 Director November, 1997
to present
James Yanai, age 59 Director November, 1997
to present
</TABLE>
Resumes:
L. Alan Schafler. Mr. Schafler has been President, Treasurer and a Director of
the Company since June 1997. Mr. Schafler has been the president of Alan
Schafler & Associates for the last five years. From 1974 to present, Mr.
Schafler has been a management consultant providing strategic planning and
problem solving resource in a wide range of corporate disciplines. Mr.
Schafler's specialty is the review and appropriate realignment of integrated
corporate functions to maximize the growth and profitability of the business
enterprise. Mr. Schafler obtained a B.B.A. degree in accounting from
Hofstra University in 1957 and an MBA in Finance/Management from New York
University Graduate School of Business in 1959. Mr. Schafler has attended
continuing financial/management post MBA studies and seminars at New York
University Graduate School of Business. Mr. Schafler has been an instructor
and advisor for Management Decision Laboratory at the NYU Graduate School of
Business. and attended and instructed programming and systems courses at the
Systems Research Institute.
MaryEllen Miles. Mrs. Miles is currently Secretary for the Company. Mrs.
Miles worked full time as a foster care provider for Clear Creek County and was
the President of Clear Creek Foster Parents Association from January, 1995 to
January, 1996. From 1988 to 1991, she worked as a legal assistant at
Rothgerber, Appel, Powers & Johnson. Mrs. Miles is certified as a Paralegal
through the Denver Paralegal Institute. From 1986 to 1987, Mrs. Miles worked
as an Officer Manager for Lifespring, Inc., a corporation which conducts
personal growth seminars in San Rafael, California. From 1984 to 1986, she
worked as a Sale Administrator for J-Tron, Inc. in San Jose, California.
James Yanai. Mr. Yanai is currently a Director of the Company. He has worked
as a buyer for Delta Floral Distributors for the last five years.
Erich K. Schmid. From 1994 to present, Mr. Schmid has been President of
Business Intermediary Services, Ltd., a business brokerage firm he co-founded
specializing in middle-market transactions. Mr. Schmid has also been a Director
of Redneck Foods, Inc., a restaurant company from January 31, 1997. From 1985
to 1994, Mr. Schmid was a Vice President with New South Business Ventures, Inc.
and its predecessor T.C. Wilkinson, Jr. & Associates, Inc., general business
brokerage firms. He is a member of the International Business Brokers
Association, Inc. and is a Certified Business Intermediary. Mr. Schmid
earned a Bachelor of Science in industrial management and a Master of Science
in management from the University of Akron in 1971 and 1996, respectively.
Conflicts of Interest. The Corporation will be subject to various conflicts
of interest between the Corporation and its Affiliates. Since the executive
officers and directors will control the daily operations of the Corporation
and its Affiliates, there may be occasions when the interests of the
Corporation's Affiliates may be inconsistent with the interests of the
Corporation. The risk exists that such conflicts will not be resolved in the
best interest of the Corporation.
Allocation of Management Time. The Corporation will rely on its sole
officer to manage the Corporation's business operations. Currently Mr.
Alan Schafler is controlling the operations of the Corporation. Mr. Schafler
<PAGE> 18
currently devotes all of his time for the operation of the Corporation.
Mrs. Miles currently devotes approximately less than 5% of her time for the
operation of the Corporation and will devote as much of her time to the
business of the Corporation as in her judgment is reasonably necessary to
operate the Corporation in a profitable manner. As such, and until all of
their positions become "full time," there will be conflicts of interest in
allocating management time, services and functions between the Corporation and
its Affiliates. These individuals may engage for their own account, or for
the account of others in other business ventures for which the Corporation
shall not be entitled to any interest.
The Corporation may, at some time in the future, compete for the management
services of the current and future officers of the Corporation. As a result,
these individuals may be placed in a position where their decision to favor
other operations in which they are associated over those of the Corporation
will result in a conflict of interest. It should also be noted that it may
be expedient for them to favor one operation over another since their
participation in such operations will vary. In allocating their time, they
will recognize their fiduciary obligations to the Corporation, the prevailing
industry standards and the financial situation of the Corporation.
Conflicts of Interest Policy. The Corporation has adopted a policy that
any transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only be
on terms consistent with industry standards and approved by a majority of the
disinterested directors of the Corporation's Board of Directors. No such
transactions by the Corporation shall be either void or voidable solely
because of such relationship or interest of directors or officers or solely
because such directors are present at the meeting of the Board of Directors of
the Corporation or a committee thereof which approves such transactions, or
solely because their votes are counted for such purpose if: (i) the fact of
such common directorship or financial interest is disclosed or known by the
Board of Directors or committee and noted in the minutes, and the Board or
committee authorizes, approves or ratifies the contract or transaction in good
faith by a vote for that purpose without counting the vote or votes of such
interested directors; or (ii) the fact of such common directorship or
financial interest is disclosed to or known by the shareholders entitled to
vote and they approve or ratify the contract or transaction in good faith by a
majority vote or written consent of shareholders holding a majority of the
Common Shares entitled to vote (the votes of the common or interested
directors or officers shall be counted in any such vote of shareholders), or
(iii) the contract or transaction is fair and reasonable to the Corporation
based on the material similarity of terms to recent consulting agreements not
involving interested parties, or in all other agreements by competitive bids,
at the time it is authorized or approved. In addition, interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board of Directors of the Corporation or a committee thereof which approves
such transactions.
Non-Qualified and Incentive Stock Option Plans. During 1995, the Company
adopted the 1995 Non-Statutory Stock Option Plan which provides for granting
to the Company's officers, directors, employees and certain other individuals
who consult with or advise the Company, options to acquire 750,000 shares of
the Company's common stock. The shares issuable under the 1995 plan are at a
price not less than 85% of the fair market value of the stock on the date of
grant. The exercise periods of the options are not to exceed ten years.
The Plan was suspended by the Board of Directors on June 12, 1996 and any
options granted in 1996 were suspended.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
total remuneration paid or accrued by the Company, to or on behalf of the
Company's Chief Executive Officer and the Company's executive officers
determined as of the end of each of the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position Year ($) ($) ($) ($) ($) ($) ($)
Alan Schafler 1998 $52,500 - - - $7,500(2) - -
President,
Treasurer
Chief Financial
Officer
<PAGE>19
Timothy
President,
Treasurer
Chief Financial
Officer 1997 $17,500 - - - - - -
1996 $ 177,000 - - - - - -
</TABLE>
(1) No other officer has received compensation in the last three years. The
above compensation refers to the year ended January 31, 1996, for the year
ended January 31, 1997 and for the year ended January 31, 1998.
(2)In June 1997, Mr. Schafler received options Valued at $.01 per option to
purchase 750,000 Common Shares of the Company exercisable at $.19 per Common
Share for a period of three years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of shares of the Company at January 31, 1998 by
each person who, subject to the above, at the date of this prospectus, holds of
record or is known by Management to own beneficially more than 5.0% of the
Common Shares and, in addition, by all directors and officers of the Company
individually and as a group. Each named beneficial owner has sole voting and
investment power with respect to the shares set forth opposite his name.
Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION>
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
L. Alan Schafler
2035 Staysail Lane
Jupiter, Florida 33477 0 0%
Erich K. Schmid
40 Spring Hollow Lane
Fairview, NC 28730 10,000 .31%
James Yanai
17600 Van Ness
Torrence, CA 90504 60,154 1.88%
Timothy Miles and MaryEllen Miles
#9 Niblick
Hilton Head Island, SC 29938 451,183 14.08%
Elizabeth Gheen
9070 Coker Road
Salinas, CA 93907 300,770 11.60%
Mitsuo Tatsugawa
220A San Benancio Road
Salinas, CA 93908 360,924 11.26%
Stephen A. Jones
24285 Hillview Drive
Laguna Niguel, CA 92677 160,501 5.01%
All Directors & Officers
as a group (4) 521,337 16.27%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition)
with respect to a security whether through a contract, arrangement,
understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially owned,
subject to applicable community property laws.
<PAGE> 20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the year ended January 31, 1998, Timothy Miles, an affiliate of the Company
advanced the Company $86,819.
I AM TALKING WITH JIM SCHEIFLEY REGARDING THE NEED TO A RELATED PARTY FOOTNOTE.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The following financial statements and schedules are filed as part of
this report:
Independent Auditor's Report
Balance Sheet as of January 31, 1998
Statement of Operations for Period from Inception to January 31, 19968
Statement of Cash Flows for Period from Inception to January 31, 1998
Statement of Changes in Stockholder's Equity for Period from Inception
to January 31, 1998
Notes to Financial Statements
(b) List of Exhibits
The following of exhibits are filed with this report:
(2) Articles of Incorporation incorporated by reference to Form 10SB
File Number 0-25792
(2.1) Articles of Merger incorporated by reference to Form 10SB,
File Number 0-25792
(2.2) Bylaws incorporated by reference to Form 10SB, File
Number 0-25792
(3) Common Stock Certificate incorporated by reference to Form
10SB, File Number 0-25792
(6) Consulting Agreement with Applied Cellular Technology
(formerly Axcom Information Technology, Inc.) incorporated
by reference to Form 10SB, File Number 0-25792
(6.1) Consulting Agreement with Level Best Golf, Inc. incorporated
by reference to Form 10SB, File Number 0-25792
(6.2) Consulting Agreement with Sports Legends, Inc. incorporated
by reference to Form 10SB, File Number 0-25792
(6.3) Consulting Agreement with Gaming Venture Corp. USA
incorporated by reference to Amendment 1 to Form 10SB,
File Number 0-25792
(6.4) Consulting Agreement with Grand Slam Licensing, Inc.
incorporated by reference to Form 10SB, File Number 0-25792
(6.5) Consulting Agreement with Trinity Works, Inc. incorporated
by reference to Amendment 1 to Form 10SB, File Number
0-25792
(6.6) Consulting Agreement with Players Network incorporated by
reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.7) Consulting Agreement with National Sorbents, Inc. incorporated
by reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.8) Consulting Agreement with Federated Financial Services, Inc.
incorporated by reference to Amendment 2 to Form 10SB, File
Number 0-25792
(12) 1995 Non-Statutory Stock Option Plan incorporated by reference to
Amendment 3 to Form 10SB, File Number 0-25792
Reports filed on Form 8-K.
The Company filed no reports on Form 8-K during the fourth quarter of the
Company's fiscal year ended January 31, 1998.
<PAGE>21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned duly authorized person.
Date: August 5, 1998 PRATT, WYLCE & LORDS, LTD.
/s/ L. Alan Schafler
-----------------------------
By: L. Alan Schafler, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Date: 8/5/98
/s/ L. Alan Schafler
- -----------------------------
L. Alan Schafler, President, Chief
Financial Officer, Controller, Chief Executive Officer
Date: 8/5/98
/s/ Erich K. Schmid
- -----------------------------
Erich K. Schmid, Director
Date: 8/5/98
/s/ James Yanai
- -----------------------------
James Yanai, Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 1,528
<SECURITIES> 279,238
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 280,766
<PP&E> 3,946
<DEPRECIATION> 3,212
<TOTAL-ASSETS> 338,812
<CURRENT-LIABILITIES> 151,125
<BONDS> 0
<COMMON> 3,255
0
0
<OTHER-SE> 184,432
<TOTAL-LIABILITY-AND-EQUITY> 187,687
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 217,052
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (217,052)
<INCOME-TAX> (76,050)
<INCOME-CONTINUING> (293,102)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (440,729)
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
