<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ______________
Commission File No. 33-11935
--------
DENTAL SERVICES OF AMERICA, INC.
F/K/A CAMPBELL CAPITAL CORP.
-------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 59-2754843
- ------------------------------- ---------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1111 Kane Concourse, Suite 505
Bay Harbour Islands, Florida 33154
- --------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (305)864-3255
---------------
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 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 X NO __________
-------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 7,320,000 shares of common
--------------------------
stock, $.001 par value per share, were outstanding as of August 13, 1996.
- -------------------------------------------------------------------------
Page 1 of 9
Exhibit Index at Page 7
<PAGE>
PART 1 - FINANCIAL INFORMATION
DENTAL SERVICES OF AMERICA, INC.
F/K/A CAMPBELL CAPITAL CORPORATION
BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
--------- -------------
<S> <C> <C>
Current assets
Cash $ 624,012 $ 2,087
Loan Receivable - Dental Practice
Administrators, Inc. 100,000 -
-------- --------
Total current assets $ 724,012 $ 2,087
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Due to affiliated company $ - $ 10,060
--------- ---------
Total current liabilities - 10,060
--------- ---------
Stockholders' equity
Preferred stock, $.01 par value.
Authorized 10,000,000; none
issued or outstanding
Common stock, $.001 par value.
Authorized 25,000,000 shares
5,500,000 shares issued and
outstanding in 1995 and
7,017,000 in 1996 7,016 5,500
Additional paid-in capital 980,511 223,527
Deficit (263,515) (237,000)
-------- --------
724,012 ( 7,973)
-------- --------
$ 724,012 $ 2,087
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
2
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
F/K/A CAMPBELL CAPITAL CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended Three months ended
----------------- ------------------
June 30, June 30,
----------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income $ 1,010 $ 45 $ 999 $ 12
Operating expenses 27,525 2,950 25,625 2,850
------- ------- ------- -------
Net income (loss) ($26,515) ($ 2,905) ($24,626) ($ 2,838)
======= ======= ======= =======
Net loss per share ($ .004) $ - ($ .004) $ -
======= ======= ======= =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
3
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
F/K/A CAMPBELL CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended June 30,
1996 1995
---- ----
<S> <C> <C>
Cash provided by (used for) operations
Operations
Net income (loss).............. ($26,515) ( 2,905)
Loan to Dental Practice
Administrators, Inc......... (100,000) -
Payment of payables............ ( 10,060) ( 4,150)
-------- --------
Cash used for operations....... (136,575) ( 7,055)
Financing
Issuance of Capital Stock
upon exercise of Warrants... 758,500 -
Advances from affiliates....... - 5,000
-------- --------
Cash provided by financing
activities.................. 758,500 5,000
-------- --------
Net increase (decrease) in cash 621,925 2,055
Cash, beginning of period............ 2,087 4,232
-------- --------
Cash, end of period $624,012 $ 2,177
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
4
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
F/K/A CAMPBELL CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
- ------- ----------------------
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three and nine months ended June 30,
1996 are not necessarily indicative of the results to be expected for the full
year.
NOTE 2: SUBSEQUENT EVENTS
- ------- -----------------
The Company has formed two subsidiaries; International Capital
Development Corp. and Spencer Services, Inc.
The Company has completed an acquisition of the outstanding capital
stock of Dental Practice Administrators, Inc. ("DPA"). In connection therewith,
the Company's principal shareholder, International Asset Management Group, Inc.
transferred 4,370,000 shares of the Company's issued and outstanding common
stock owned by it, as well as warrants to purchase 1,820,000 shares of the
Company's common stock, to the stockholders of, and certain other persons having
an interest in, DPA.
In connection with the acquisition of DPA, the Company amended its
Articles of Incorporation to change its corporate name to "Dental Services of
America, Inc." The Company also has changed the NASDAQ trading symbols on the
NASDAQ bulletin board for its common stock and warrants. The common stock now
trades under the symbol "FLOS;" the Class A Warrants trade under the symbol
"FLOSW;" and the Class B Warrants, when issued, will trade under the symbol
"FLOSZ." The Class A Warrants expire on June 29, 1997, and the Class B Warrants
expire on June 29, 1998.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------- ---------------------------------------------------------
RESULTS OF OPERATIONS
Reference is made to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
Revenue during the three and six months ended March 31, 1996 and 1995
consisted principally of interest income. Expenses consisted principally of
professional fees.
No officer or director of the Company has received, or accrued any
right to receive, any cash compensation since the Company's inception.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has acquired all of the outstanding common stock of Dental
Practice Administrators, Inc. ("DPA"). In connection with this transaction,
the stockholders of DPA obtained a controlling interest in the Company. In
connection with the completion of the transaction, the Company changed its
corporate charter to reflect a name change to "Dental Services of America, Inc."
In anticipation of this transaction, during the second and third
quarter of 1996, holders of the Company's outstanding stock purchase warrants
exercised a total of 1,745,000 Warrants at the exercise price of $.50 per
Warrant. The Company issued 1,745,000 shares of its authorized, but unissued
common stock which had been reserved for issuance upon exercise of outstanding
Warrants and received gross exercise proceeds of $872,500 (1,516,000 shares
were issued at June 30, 1996, raising proceeds of $758,500). These funds are
being used for working capital. The Company also issued 75,000 shares of its
authorized but unissued common stock for $.01 per share to certain persons in
consideration of services. The Company agreed with the purchaser of 25,000 of
such shares to repurchase the shares, at the purchaser's request, at a price of
$2.00 per share ($50,000 in the aggregate) at any time prior to December 31,
1998. The repurchase obligation will terminate if the Company's common stock
trades at a price in excess of $2.25 per share for at least 10 days during the
period from August 1, 1998 through December 31, 1998.
As a result of the above-described warrant exercises, the Company had
stockholders' equity and working capital of $724,012 at June 30, 1996, as
compared to a negative stockholders' equity and negative working capital at
September 30, 1995 of $7,973.
6
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
- ------- -----------------
On July 29, 1996, the Company completed the acquisition of all of the
outstanding common stock of Dental Practice Administrators, Inc. ("DPA"). DPA
is a recently formed Florida corporation which currently operates seven dental
clinics in the South Florida area. The acquisition was accomplished through
completion of a share exchange pursuant to which the Company acquired all of the
outstanding common stock of DPA in exchange for 4,370,000 shares of the
Company's issued and outstanding common stock and warrants to purchase 1,820,000
shares of the Company's common stock at an exercise price of $.50 per share, all
of which shares and warrants were transferred to DPA by the Company's principal
shareholder, International Asset Management Group, Inc. ("IAMG"). The Company
did not issue any additional shares of common stock or warrants to purchase
additional shares of common stock in connection with the acquisition of DPA. The
shares and warrants transferred by IAMG in connection with the acquisition of
DPA were distributed to 20 persons who previously held common stock or debt
securities of, or who had previously provided services to, DPA (the "DPA
Investors"). After the transaction, and following the sale of additional shares
and warrants, IAMG continues to hold 575,000 shares of the Company's common
stock and warrants to purchase 625,000 shares of the Company's common stock at
an exercise price of $.50 per share. Additionally, in connection with the
transaction the Company issued to IAMG five year warrants to purchase 1,000,000
shares of the company's Common Stock at an exercise price of $2.50 per share.
Upon completion of the acquisition of DPA by the Company, the DPA
investors, in the aggregate, owned a total of 4,370,000 shares (62.28%) of the
Company's issued and outstanding common stock, and thus, as a group, acquired
control of the Company. The DPA Investors however, have advised the Company
that they do not constitute a "group" for purposes of Section 13(d) of the
Securities Exchange Act, and there are no arrangements or understandings among
such persons with respect to the election of directors or any other matters
which may be voted upon by the shareholders of the Company. None of the
stockholders or creditors of DPA acquired more than 5% of the Company's
outstanding common stock in connection with the transaction.
In connection with the acquisition of DPA, Mr. Paulo Dominguez, Dr.
Roger Prieto and Dr. Carolina Sierra, all of whom are DPA Investors, have become
directors of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
FINANCIAL STATEMENTS
The following financial statements of the Company are included in this
report:
a. Balance Sheet as of June 30, 1996 and September 30, 1995;
b. Statement of Income for the three and nine months ended June
30, 1996 and 1995;
7
<PAGE>
c. Statement of Cash Flows for the nine months ended June 30,
1996 and 1995; and
d. Notes to Financial Statements.
EXHIBITS
- --------
a. Share Exchange Agreement, dated July 29, 1996;
b. Audited Financial Statements of DPA for the period from
inception to March 31, 1996.
PRO FORMA FINANCIAL INFORMATION
Pro-forma financial information required to be filed in connection
with this transaction is currently being prepared and will be filed in an
amendment to this Form 10-QSB as soon as practicable, but not later than 60 days
after this date.
FORM 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
8
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DENTAL SERVICES OF AMERICA, INC.
f/k/a CAMPBELL CAPITAL CORP.
Date: August 13, 1996 By: /s/ Paulo Dominguez
-----------------------------
Chief Executive Officer
By: /s/ Steve Gordon
------------------------------
Chief Financial Officer
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 624,012
<SECURITIES> 0
<RECEIVABLES> 100,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 724,012
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 724,012
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 724,012
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 724,012
<SALES> 1,010<F1>
<TOTAL-REVENUES> 1,010
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,525<F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,515)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,515)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,515)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
<FN>
<F1>INTEREST INCOME
<F2>OPERATING EXPENSES
</FN>
</TABLE>
<PAGE>
EXHIBIT A
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT EXCHANGE AGREEMENT ("Agreement") is made as of this 29th day
----
of July, 1996, by, between and among CAMPBELL CAPITAL CORP., a Delaware
----
corporation ("Campbell"), INTERNATIONAL ASSET MANAGEMENT GROUP, INC., a Delaware
corporation ("IAMG"), DENTAL PRACTICE ADMINISTRATIONS, INC., a Florida
corporation ("DPA"), and each of those persons listed on Schedule "A" attached
hereto who executes a Counterpart Signature Page to this Agreement, such
persons being all of the shareholders of DPA and persons who have otherwise made
an investment in or provided services to DPA ("DPA Investors").
RECITALS:
--------
A. IAMG is the principal shareholder of Campbell.
B. All of the parties hereto propose that Campbell acquire 100% of the
outstanding common stock of DPA and other investment interests in DPA from the
DPA Investors in exchange for 4,370,000 shares of Campbell's outstanding common
stock plus 1,820,000 warrants to purchase Campbell common stock currently held
by IAMG, upon the terms and subject to the conditions contained herein.
AGREEMENT:
---------
IN CONSIDERATION of the foregoing premises and the mutual covenants set
forth below, the parties hereto agree as follows:
1. PURCHASE, SALE, AND DISTRIBUTION OF SHARES.
------------------------------------------
Subject to the terms and conditions set forth herein, on the Closing Date
(as defined in Section 2.1):
1.1 The DPA Investors shall acquire from IAMG, and IAMG shall
transfer to the DPA Investors, 4,370,000 shares of issued and outstanding common
stock, $.001 par value per share, of Campbell (the "Common Stock") and warrants
to purchase 1,820,000 shares of Campbell common stock (the "Warrants"), free and
clear of any and all claims, liens, charges, security interests, pledges or
encumbrances whatsoever. The Common Stock and the Warrants shall be transferred
to the DPA Investors in the amounts set forth following the name of each
investor on Schedule "A" attached hereto.
1
<PAGE>
1.2 In consideration for the acquisition by the DPA Investors from
IMAG of the Common Stock and Warrants, the DPA Investors shall transfer to
Campbell all of the issued and outstanding common stock of DPA, and any and all
other debt or equity interests in DPA which the DPA Investors may hold, free and
clear of any and all liens, charges, security interests, pledges or encumbrances
whatsoever.
2. CLOSING
-------
2.1 General. The Closing of the transactions contemplated hereby (the
-------
"Closing") shall take place at offices of Akerman, Senterfitt & Eidson, P.A.,
One S.E 3rd Avenue, Miami, Florida, within five (5) days after execution of this
Agreement by all parties hereto and the satisfaction of all conditions of
closing set forth in sections 8 and 9 hereof (the "Closing Date").
2.2 Transactions At Closing. At the Closing :
-----------------------
2.2.1 IAMG shall, deliver or cause to be delivered to the DPA
Investors certificates representing the Common Stock and the Warrants, in the
amounts set forth on Schedule "A" attached hereto, together with duly endorsed
stock powers sufficient to vest in the DPA Investors indefeasible title to the
Common Stock and the Warrants, free and clear of any and all claims, liens,
charges, security interests, pledges or encumbrances of any nature whatsoever.
2.2.2 The DPA Investors shall deliver to Campbell certificates
representing all of the issued and outstanding common stock of DPA, together
with duly endorsed stock powers sufficient to vest in Campbell indefeasible
title to the shares of DPA common stock, free and clear of any and all claims,
liens, charges, security interests, pledges or encumbrances of any nature
whatsoever. Simultaneously, the DPA Investors shall deliver to Campbell all
evidence of indebtedness of DPA to such DPA Investors, and all such indebtedness
shall be deemed to be satisfied and canceled.
2.3 Possession Of Dpa's Business And Assets. Campbell shall be
---------------------------------------
entitled to immediate and complete possession of all of the business and assets
of DPA as of 12.01 a.m. on the day following the Closing Date.
3. REPRESENTATION AND WARRANTIES OF IAMG.
-------------------------------------
IAMG represents and warrants to DPA and the DPA Investors as follows:
2
<PAGE>
3.1 Organization and Standing. IMAG is a corporation duly organized,
-------------------------
validly existing and in good standing under the laws of Delaware.
3.2 Authority. IMAG has full power and authority to execute, deliver
---------
and perform this Agreement in accordance with its terms. IMAG has taken all
corporate actions necessary for it to execute, deliver and perform this
Agreement, and this Agreement constitutes a valid and binding obligation of
IMAG, enforceable in accordance with its terms.
3.3 No Violation. The execution, delivery and performance of this
------------
Agreement by IMAG will not violate IMAG's articles of incorporation, by-laws, or
any provision of law, ordinance regulation or order, judgment or decree of any
court or governmental authority, or conflict with, result in a breach of, or
constitute a default under any indenture, mortgage, lease, agreement, contract
or instrument to which IMAG is a party or by which it is bound.
3.4 Title to Common Stock and Warrants. IMAG owns, of record and
----------------------------------
beneficially, all of the right, title interest in and to the shares of Common
Stock and the Warrants which are being transferred hereby, free and clear of all
claims, mortgages, liens, charges, security interests, pledges or encumbrances
of any nature whatsoever, and there are no voting trusts, voting agreements,
buy-sell agreements or similar understandings applicable to the Common Stock or
Warrants. At the Closing, the DPA Investors shall acquire good and valid title
to the Common Stock and the Warrants, free and clear of all claims, mortgages,
liens, charges, security interests, pledges or encumbrances of any nature
whatsoever.
3.5 Brokers. No agent, broker, person, or firm acting on behalf of,
-------
or under authority of, IMAG is or will be entitled to any commission or broker's
fee from any of the parties hereto in connection with any of the transactions
contemplated hereby.
4. REPRESENTATIONS AND WARRANTIES OF CAMPBELL.
------------------------------------------
Campbell represents and warrants to DPA and the DPA Investors as follows:
4.1 Organization And Standing. Campbell is a corporation duly
-------------------------
organized, validly existing and in good standing under the laws of Delaware.
4.2 Authority. Campbell has full power and authority to execute and
---------
perform this Agreement in Accordance with its terms.
3
<PAGE>
Campbell has taken all corporate actions necessary for it to execute, deliver
and perform this Agreement, and this Agreement constitutes a valid and binding
obligation of Campbell, enforceable in accordance with its terms.
4.3 No Violation. The execution, delivery and performance of this
------------
Agreement by Campbell will not violate Campbell's Articles of Incorporation, by-
laws or any provision of law, ordinance, regulation or order, judgment or decree
of any court or governmental authority, or conflict with, result in a breach of,
or constitute a default under any indenture, mortgage, lease, agreement,
contract or instrument to which Campbell is a party or by which it is bound.
4.4 Capitalization Of Campbell. As of the date hereof, the authorized
--------------------------
capital stock of Campbell consists of 25,000,000 shares of common stock, par
value $.001 per share, of which 5,500,000 shares are issued and outstanding, and
10,000,000 shares of preferred stock, par value $.01 per share, none of which
are outstanding. All of the issued and outstanding shares of common stock are
duly and validly issued, fully paid and nonassessable. There are also warrants
to purchase 5,500,000 shares of common stock issued and outstanding as of the
date hereof. Other than the above-referenced warrants, Campbell has no
commitment to issue or sell any shares of its capital stock or any securities or
obligations convertible into or exchangeable for, or giving any person the right
to acquire from Campbell, any shares of its capital stock.
4.5 Investment Intent.
-----------------
4.5.1 Campbell is acquiring all of the outstanding common stock
of DPA pursuant to this Agreement for its own account, without a view to, or in
connection with, any distribution thereof, nor with any present intention of
selling, transferring or disposing of such shares.
4.5.2 Campbell is a sophisticated investor and is capable of
evaluating the merits and risks of the acquisition of shares of DPA common
stock.
4.5.3 Campbell has been furnished or otherwise obtained all
information necessary to enable it to evaluate the merits and risks of the
acquisition of shares of DPA common stock, including but not limited to DPA's
consolidated financial statements for the period October 12, 1995 (date of
inception) to March 31, 1996.
4
<PAGE>
4.6 Brokers. No agent, broker, person or firm acting on behalf of, or
-------
under authority of, Campbell is or will be entitled to any commission or
broker's fees from any of the parties hereto in connection with any of the
transactions contemplated hereby.
5. REPRESENTATIONS AND WARRANTIES OF DPA AND THE DPA INVESTORS
-----------------------------------------------------------
DPA and each of the DPA Investors, jointly and severally, represent and
warrant to IAMG and to Campbell as follows:
5.1 Organization and Standing. DPA is a corporation, duly organized,
-------------------------
validly existing and in good standing under the laws of Florida.
5.2 Authority. DPA and each DPA Investors has full power and
---------
authority to execute, deliver and preform this Agreement in accordance with its
terms. DPA, and each DPA Investor which is a corporation, have taken all
corporate actions necessary to execute, deliver and preform this Agreement, and
this Agreement constitutes a valid and binding obligation of DPA and of each DPA
Investor, enforceable in accordance with its terms.
5.3 No Violation. The execution, delivery and performance of this
------------
Agreement by DPA and the DPA Investors will not violate DPA's Articles of
Incorporation, or any provisions of law, ordinance, regulation or order,
judgment or decree of any court or governmental authority, or conflict with,
result in a breach of, or constitute a default under any indenture, mortgage,
lease, agreement, contract or instrument to which DPA or the DPA Investors are
parties or by which any of them is bound.
5.4 Capitalization of DPA. As of the date hereof, the authorized
---------------------
capital stock of DPA consists of 100 shares of common stock, par value $1.00 per
share, of which 100 shares are issued and outstanding, and held by one or more
of the DPA Investors. All of the issued and outstanding shares of DPA common
stock are duly and validly issued, fully paid and nonassessable. As of the date
hereof, DPA has no commitment to issue or sell any shares of its capital stock
or any securities or obligations convertible into or exchangeable for, or giving
any person the right to acquire from DPA, any shares of capital stock. Other
than trade debt incurred in the ordinary course of its business, DPA has no
outstanding indebtedness to any persons other than the DPA Investors, which
indebtedness will be canceled as of the Closing, and each DPA Investor to which
DPA is indebted hereby agrees to release DPA from any and all obligations
arising from or out of such indebtedness, effective as of the Closing of this
Agreement.
5
<PAGE>
5.5 Title to DPA Shares. The DPA Investors own, of record and
-------------------
beneficially, all of the right, title and interest in and to all of the issued
and outstanding shares of DPA common stock, free and clear of all claims,
mortgages, liens, charges, security interests, pledges or encumbrances of any
nature whatsoever, and there are no voting trusts, voting agreements, buy-sell
agreements or similar understandings applicable to the common stock of DPA. At
the Closing, Campbell shall acquire good and valid title to all of the issued
and outstanding Common Stock of DPA, free and clear of all claims, mortgages,
liens, charges, security interests, pledges or encumbrances of any nature
whatsoever.
5.6 Investment Intent.
-----------------
5.6.1 The DPA Investors are acquiring the Common Stock and
Warrants from IAMG pursuant to this Agreement for their own respective accounts,
without a view to, or in connection with, any distribution thereof, nor with any
present intention of selling, transferring or disposing of such Common Stock or
Warrants.
5.6.2 Each of the DPA Investors is a sophisticated investor and
is capable of evaluating the merits and risks of the acquisition of the Common
Stock and Warrants.
5.6.3 Each of the DPA Investors, or their respective
representatives, have been furnished or otherwise obtained all information
necessary to enable them to evaluate the merits and risks of the acquisition of
the Common Stock and Warrants, including but not limited to Campbell's Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1995, and
Campbell's Quarterly Reports on Form 10-QSB for the fiscal quarters ended
December 31, 1995 and March 31, 1996.
5.6.4 The DPA Investors acknowledge and agree that the Common
Stock and Warrants and the common stock issuable upon exercise of the Warrants
may not be transferred unless a registration statement with respect to the
transfer of such securities shall be then effective under the Securities Act of
1933 (the "Act"), or pursuant to an applicable exemption from registration under
the Act.
5.7 Brokers. No agent, broker, person or firm acting on behalf of,
-------
or under authority of DPA or any DPA Investor is or will be entitled to any
commission or broker's fees from any of the parties hereto in connection with
any of the transactions contemplated hereby.
6
<PAGE>
6. COVENANTS AND AGREEMENTS OF CAMPBELL
------------------------------------
Campbell covenants and agrees with the DPA Investors that, promptly
following the Closing Date, Campbell shall take the following actions:
6.1 Name Change. Campbell shall take such corporate actions as may
-----------
be required to amend its articles of incorporation to change its corporate name
to "Dental Services of America, Inc.", and shall apply to NASDAQ for a new
trading symbol.
6.2 Registration Statement. Campbell shall use its best efforts to
----------------------
cause to be filed with the U.S. Securities Exchange Commission a registration
statement on Form SB-2 registering shares of Campbell common stock issuable upon
exercise of outstanding warrants and shares of Campbell common stock which have
been issued upon the prior exercise of warrants.
7. COVENANTS AND AGREEMENTS OF DPA
-------------------------------
7.1 Conduct of Business Before Closing. Between the date hereof and
----------------------------------
the Closing Date, DPA (a) will conduct its business in the ordinary course, (b)
will not enter into any material contracts or incur any material obligations or
liabilities otherwise than in the ordinary course of business, and (c) will not
distribute any of its assets to the DPA Investors.
8. CONDITIONS OF OBLIGATIONS OF IAMG AND CAMPBELL TO CLOSE
-------------------------------------------------------
In addition to any other conditions contained in this Agreement, the
obligations of IAMG and Campbell to consummate the Closing under this Agreement
are subject to the satisfaction of the following conditions, at or prior to
Closing.
8.1 Correctness of Representations and Warranties: Performance of
-------------------------------------------------------------
Covenants. All representations and warranties of DPA and the DPA Investors
- ---------
contained in this Agreement shall be true and correct in all material respects
on the Closing Date, and all covenants and agreements of DPA contained in this
Agreement which are required to be performed on or before the Closing Date shall
have been performed.
8.2 Payment of Purchase Price: Instruments of Assignment. As part of
----------------------------------------------------
the Closing, Campbell shall have received stock certificates and duly executed
stock powers from the DPA
7
<PAGE>
Investor in such form as is necessary and sufficient to transfer to Campbell
100% of the issued and outstanding capital stock of DPA.
8.3 Legal Action. There shall not be pending or threatened any legal
------------
proceeding filed by any party seeking to prohibit the consummation of the
transactions contemplated by this Agreement or to obtain damages with respect
thereto.
9. CONDITIONS OF OBLIGATIONS OF DPA AND DPA INVESTORS TO CLOSE.
-----------------------------------------------------------
In addition to any other conditions contained in this Agreement, the
obligations of DPA and the DPA Investors to consummate the Closing under this
Agreement are subject to satisfaction of the following conditions at or prior to
the Closing:
9.1 Representations and Warranties. All representations and
------------------------------
warranties of IAMG and Campbell contained in this Agreement shall be true and
correct as of the Closing Date.
9.2 Instruments of Assignment. As part of the Closing, each of the
-------------------------
DPA Investors shall have received stock certificates, warrant certificates and
duly executed stock powers from IAMG in such form as is necessary and sufficient
to transfer to the DPA Investors the Common Stock and the Warrants in such
amounts as set forth on Exhibit "A" attached hereto.
9.3 Legal Action. There shall not be pending or threatened any legal
------------
proceeding filed by any party seeking to prohibit the consummation of the
transactions contemplated by this Agreement or to obtain damages with respect
thereto.
10. TERMINATION PRIOR TO CLOSING.
----------------------------
Notwithstanding anything herein to the contrary, this Agreement may be
terminated and abandoned at any time (a) on or prior to the Closing Date by the
mutual agreement of IAMG, Campbell and DPA, acting for itself and on behalf of
the DPA Investors, (b) by IAMG or Campbell on the Closing Date if any of the
conditions specified in Section 8 of this Agreement shall not have been
satisfied, or (c) by DPA, acting for itself and on behalf of the DPA Investors,
if any of the conditions specified in Section 9 of this Agreement shall not have
been satisfied.
8
<PAGE>
11. MISCELLANEOUS.
-------------
11.1 Notices. Any and all notices permitted or required to be given
-------
under this Agreement shall be deemed received 48 hours after deposit in the
United States mail, postage prepaid, or registered or certified mail, return
receipt requested, addressed as follows:
IAMG: International Asset Management Group, Inc.
1101 96th Street, Suite 505
Miami, Florida
Campbell: Campbell Capital Corp.
1111 Kane Concourse, Suite 505
Bay Harbour Islands, FL 33154
DPA and DPA
Investors: Dental Practice Administrators, Inc.
12000 Biscayne Blvd., Suite 108
Miami, Florida 33181
The address for the giving or receipt of any notice or payment by any of
the above-mentioned parties may be changed by notice given in the aforesaid
manner.
11.2 Entire Agreement. This Agreement (including the Exhibits
----------------
attached hereto) constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings among the parties, both oral and written, with respect to such
subject matter.
11.3 Binding Effect; Assignment. This Agreement shall be binding
--------------------------
upon, and shall inure to the benefit of, the parties hereto and their respective
heirs, successors and assigns. None of the parties hereto may assign their
interests or obligations hereunder without the prior written consent of the
other parties.
11.4 Governing Law. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of Florida.
11.5 Further Acts. The parties hereto agree that they will, at any
------------
time, and from time to time, after the Closing, upon the reasonable request of
another party hereto, do, perform, execute, acknowledge and deliver all such
other and further acts, assignments, transfers, conveyances, certificates and
other
9
<PAGE>
assurances as may reasonably be required to effect and perfect the transactions
contemplated hereby.
11.6 Specific Performance. The parties acknowledge that monetary
--------------------
damage may not be an adequate remedy to redress the breach by any party of the
provisions of this Agreement, and, therefore, specific performance and other
equitable remedies shall be available to any party seeking such remedies.
Therefore, if any party hereto shall institute any action or proceeding to
specifically enforce the provisions hereof or pursue any other equitable
remedies the defendant(s) against whom such action is brought hereby waive the
claim or defense therein that such party has an adequate remedy at law.
11.7 Amendment. No amendment, modification or waiver of any provision
---------
of this Agreement shall be effective unless in writing, executed by the parties
hereto.
11.8 Counterparts. This Agreement may be executed in multiple
------------
counterparts, and all counterparts hereof so executed by the parties shall be
deemed to be, and shall be construed as, one and the same agreement.
11.9 Attorney's Fees. If any party hereto shall be required to
---------------
commence legal proceedings to enforce its rights under this Agreement, the
prevailing party in any such proceedings shall be entitled to an award of all
costs and expenses incurred in connection with such proceedings, including but
not limited to reasonable attorney's fees, including fees incurred on appeal.
10
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date(s) set forth below.
CAMPBELL CAPITAL CORP.
By: /s/ Hershel Krasnow July 10, 1996
------------------- -------------
Title: Director
----------------
INTERNATIONAL ASSETS MANAGEMENT
GROUP, INC.
By: /s/ Hershel Krasnow July 10, 1996
------------------- -------------
Title: Director
----------------
DENTAL PRACTICE ADMINISTRATORS, INC.
By: /s/ Paulo Dominguez July 17, 1996
------------------- -------------
Title: Chief Executive Officer
-----------------------
COUNTERPART SIGNATURE PAGES
FOR
DPA INVESTORS FOLLOW
11
<PAGE>
SCHEDULE "A"
CAMPBELL SECURITIES TO BE
RECEIVED FROM IAMC
<TABLE>
<CAPTION>
NAME SHARES WARRANTS
- ---- ------ --------
<S> <C> <C>
Paulo Dominguez 665,500 450,000
Nora Bazzano Dominguez 200,000 50,000
Roger Prieto 400,000 0
Sujit (CJ) Shyam 400,000 0
Medical Specialist Health
Group, Inc. 200,000 150,000
MJD Trust 190,000 0
Joel Berger 57,000 0
BCS Transworld, Inc. 200,000 0
Harold Blue 187,000 0
Synetics Research 250,000 250,000
Academic Investments 210,000 110,000
First National Fund Corp. 210,000 110,000
Joe Paterno 210,000 110,000
Sofia Caratala 105,000 27,500
The Ideal Group 105,000 82,500
Keith Kloor 157,500 82,500
Calvin Freedman 157,500 82,500
Manuel Taracido 157,500 82,500
Vilma Quintana 78,750 41,250
Carolina Sierra 78,750 41,250
Mortiz International Growth
Group, Inc. 150,000 150,000
----------- -----------
4,370,000 1,820,000
</TABLE>
12
<PAGE>
EXHIBIT B
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
<PAGE>
[LETTER HEAD OF HARVEY JUDKOWITZ]
To the Board of Directors of
Dental Practice Administrators, Inc.
I have audited the accompanying consolidated balance sheet of Dental Practice
Administrators, Inc. and subsidiaries as of March 31, 1996, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for the period from October 12, 1995 (date of inception) to March 31,
1996. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dental Practice Administrators,
Inc. as of March 31, 1996, and the results of its operations and its cash flows
for the period from October 12, 1995 (date of inception) to March 31, 1996 in
conformity with generally accepted accounting principles.
/s/ [SIGNITURE ILLEGIBLE]
- -------------------------------
Miami, Florida
May 31, 1996
<PAGE>
<TABLE>
<CAPTION>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
ASSETS
<S> <C>
Current assets
Cash $ 21,430
Accounts receivable 58,619
Supplies inventory 21,231
---------
Total current assets 101,280
---------
Furniture and equipment, less accumulated
depreciation of $6,675 130,836
---------
$ 232,116
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 12,953
Income taxes payable 5,100
---------
Total current liabilities 18,053
---------
Long-term debt 59,042
---------
Stockholders' equity
Common stock, $1 par value, 100 shares, authorized
issued and outstanding 100
Additional paid-in capital 132,564
Retained earnings 22,357
---------
155,021
---------
$ 232,116
=========
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIOD OCTOBER 12, 1995 (DATE OF INCEPTION)
TO MARCH 31, 1996
<TABLE>
<S> <C>
Fees earned $ 245,761
----------
Direct costs
Dentists remuneration 76,234
Dental supplies 12,280
Laboratory costs 2,278
----------
90,792
----------
154,969
General and administrative expense 127,512
----------
Income before income taxes 27,457
Income taxes 5,100
----------
Net income $ 22,357
==========
Earnings per common share $224
====
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
<TABLE>
<CAPTION>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD OCTOBER 12, 1995 (DATE OF INCEPTION)
TO MARCH 31, 1996
Additional
Common stock paid-in Retained
Shares Amount capital earnings
------ ------ ---------- -------
<S> <C> <C> <C> <C>
October 12, 1995
Sales of common
stock 100 $100 $ $
Contribution
of furniture and
equipment 132,564
Net income for
period --- ---- ------- 22,357
------
Balance March 31,
1996 100 $100 $ 132,564 $22,357
=== ==== ========= =======
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
<TABLE>
<CAPTION>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD OCTOBER 12, 1995 (DATE OF INCEPTION)
TO MARCH 31, 1996
<S> <C>
CASH FLOWS FROM OPERATION ACTIVITIES
Net income $ 22,357
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation 6,675
Increase in accounts receivable ( 58,619)
Increase in supplies inventory ( 21,231)
Increase in accounts payable and accrued expenses 12,953
Increase in income taxes payable 5,100
-----------
NET CASH USED BY OPERATION ACTIVITIES ( 32,765)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment ( 4,947)
-----------
NET CASH USED BY INVESTING ACTIVITIES ( 4,947)
-----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds of long-term debt 59,042
Proceeds from sale of common stock 100
-----------
CASH PROVIDED BY FINANCING ACTIVITIES 59,142
-----------
INCREASE IN CASH AND CASH BALANCE,
March 31, 1996 $ 21,430
===========
</TABLE>
SUPPLEMENTARY INFORMATION
Furniture and equipment valued at $132,564 was contributed to the Company and is
included as additional paid-in capital.
The accompanying notes are an integral part of these financial
statements
<PAGE>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
- ------------
Dental Practice Administrators, Inc. (the Company) (DPA) was organized in
October, 1995, in the State of Florida, for the purpose of administrating dental
practices in the state of Florida. These financial statements include the
accounts of the Company and its five wholly owned subsidiaries, each of which is
a fully operational dental practice. In addition to opening up additional dental
practices, the Company also plans to operate mobile dental practices servicing
schools and nursing homes.
Supplies Inventory
- ------------------
Supplies inventory is recorded at cost and represents the materials needed for
day to day operations.
Accounts Receivable
- -------------------
Revenues are recognized on the accrual method of accounting. Therefore when the
patients are treated revenue is recorded and a corresponding receivable is
established. As many patients are covered by insurance, the accounts receivable
represent the amounts due from insurance companies.
Furniture and Equipment
- -----------------------
Furniture and equipment are recorded at cost. The Company provides depreciation
for financial purposes over the estimated useful lives of the assets using the
straight line method. Upon retirement or sale of fixed assets, their net book
value is removed from the accounts and the difference between such net book
value and proceeds received is recorded in income. Expenditures for maintenance
and repairs are charged to income; renewals and improvements are capitalized.
The annual rates of depreciation are 20% for furniture and equipment.
<PAGE>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE 2. LEASES
The Company leases office facilities under operating leases which expire over
the next 6 years. Most of these leases provide for renewals for a like period of
time.
Minimum payments for these leases having initial or remaining noncancelable
terms in excess of one year are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ended: September 30, 1997 $ 86,499
September 30, 1998 69,524
September 30, 1999 8,958
September 30, 2000 3,000
September 30, 2001 500
--------
$168,481
========
</TABLE>
Rental expense for the period ended March 31, 1996 was $29,000 and should
approximate $70,700 for the year ended September 30, 1996.
NOTE 3. FURNITURE AND EQUIPMENT
Furniture and equipment as of March 31, 1996 and their respective accumulated
depreciation are as follows:
<TABLE>
<CAPTION>
Accumulated Estimated
Cost Depreciation Lives
-------- ------------ ---------
<S> <C> <C> <C>
Dental equipment $123,712 $6,022 5 years
Furniture 13,799 653 5 years
-------- ------
$137,511 $6,675
======== ======
</TABLE>
During the formation of the Company, $132,564 in dental equipment and furniture
was donated to the Company as part of the initial capitalization. This amount
was credited to addition paid-in capital.
NOTE 4. INCOME TAXES
Provision for income taxes for the period ended March 31, 1996 is as follows:
<TABLE>
<CAPTION>
<S> <C>
State of Florida $ 1,200
Federal tax 3,900
-------
$ 5,100
=======
</TABLE>
<PAGE>
DENTAL PRACTICE ADMINISTRATORS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE 5. LONG-TERM DEBT
In March of 1996, $59,042 was loaned to the Company. The total loan was to be
$60,000. The balance of $958 plus an additional $7,500 was received by the
Company on May 31, 1996. At the discretion of the lender this amount can be
converted into common stock of the Company.
NOTE 6. COMMITMENTS and CONTINGENCIES
In February, 1996, the Company began discussions with Campbell Capital
Corporation, (Campbell), an SEC reporting Company. The discussions center upon
the meeting of certain conditions. Should these conditions be met, there will be
a statutory merger of the two companies, which will result in DPA becoming a
public company, subject to the rules and regulations of the securities and
exchange commission.
NOTE 7. SUBSEQUENT EVENTS
On March 31, 1996, the Company was granted a $25,000 line of credit from the
Barnett Bank. The use of proceeds from this line will be used to give additional
financing to the Company. The repayment of any monies borrowed under this line
are guaranteed by the stockholder of the Company. The Company borrowed $15,000
on this line subsequent to March 31, 1996.
