ELLIGENT CONSULTING GROUP INC
8-K/A, 1998-12-07
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.
                    ----------------------------------------


                                   FORM 8-K/A
                               Amendment No. 2 to

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): September 21, 1998



                         ELLIGENT CONSULTING GROUP, INC.
             [Exact Name of Registrant as specified in its Charter]




         Nevada                   33-14576-D                 87-0453842
[State or Other Jurisdiction  [Commission File No.]        [IRS Employer
    of Incorporation]                                     Identification No.]




           152 West 57th Street,  40th Floor,  New York, New York 10019
               [Address of principal executive offices; ZIP Code]




        Registrant's Telephone No., including Area Code:  (212) 765-2915


                                      N/A
            (Former name or Former Address, if changed since last report)























<PAGE>




Item 7.  Financial Statements

                          INDEPENDENT AUDITOR'S REPORT


To the Stockholders and Board of Directors of
  Patra Capital Ltd.
  New York, New York


            We have audited the accompanying balance sheet of Patra Capital Ltd.
as of July 31, 1998,  and the related  statements of  operations,  stockholders'
deficit,  and cash  flows for the  seven  months  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

            We  conducted  our  audit  in  accordance  with  generally  accepted
auditing  standards.  Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides 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 Patra Capital Ltd.
as of July 31, 1998,  and the results of its  operations  and its cash flows for
the seven months then ended in conformity  with  generally  accepted  accounting
principles.








                                          MOORE STEPHENS, P. C.
                                         Certified Public Accountants.

Cranford, New Jersey
November 25, 1998


                                        1

<PAGE>



PATRA CAPITAL LTD.
- ------------------------------------------------------------------------------


BALANCE SHEET AS OF JULY 31, 1998.
- ------------------------------------------------------------------------------




Assets:
Current Assets:
  Deferred Income Taxes                                           $   102,000
  Due from Related Party                                               13,198
                                                                  -----------

  Total Current Assets                                                115,198

Equipment - Net                                                        30,475
                                                                  -----------

Other Assets:
  Deferred Costs                                                      159,447
  Security Deposit                                                     59,689

  Total Other Assets                                                  219,136

  Total Assets                                                    $   364,809
                                                                  ===========

Liabilities and Stockholders' Deficit:
Current Liabilities:
  Accounts Payable                                                $   165,034
  Accrued Consulting Fees - Related Parties                            98,000
  Accrued Consulting Fees                                              25,000
  Due to Related Party                                                229,186
                                                                  -----------

  Total Current Liabilities                                           517,220

Long-Term Liability:
  Due to Stockholder                                                      702

  Total Liabilities                                                   517,922

Commitments and Contingencies                                              --

Stockholders' Deficit:
  Common Stock, $1.00 Par Value, 1,000 Shares
   Authorized, Issued and Outstanding                                   1,000

  Accumulated Deficit                                                (153,113)

  Stock Subscription                                                   (1,000)

  Total Stockholders' Deficit                                        (153,113)

  Total Liabilities and Stockholders' Deficit                     $   364,809
                                                                  ===========



See Notes to Financial Statements.


                                         2

<PAGE>



PATRA CAPITAL LTD.
- ------------------------------------------------------------------------------


STATEMENT OF OPERATIONS FOR THE SEVEN MONTHS ENDED JULY 31, 1998.
- ------------------------------------------------------------------------------




Revenue                                                             $        --

Operating Expenses - Allocated by Related Parties                       255,113
                                                                    -----------

  Operating Loss                                                       (255,113)

  Loss Before Income Taxes                                             (255,113)

Income Taxes [Benefit]                                                 (102,000)

  Net Loss                                                          $  (153,113)
                                                                    ===========



See Notes to Financial Statements.

                                         3

<PAGE>



PATRA CAPITAL LTD.
- ------------------------------------------------------------------------------


STATEMENT OF STOCKHOLDERS' DEFICIT
- ------------------------------------------------------------------------------



<TABLE>

                                                                            Total
                               Common Stock       Accumulated   Stock    Stockholders'
                              Shares    Amount     Deficit  Subscription   Deficit

Common Stock Issued
  <S>                         <C>    <C>        <C>         <C>          <C>
  January 1998                 1,000 $    1,000 $        -- $     (1,000)$       --

Net Loss for the Seven
  Months Ended July 31, 1998      --         --    (153,113)          --   (153,113)
                             ------- ---------- ----------- ------------ ----------

  Balance - July 31, 1998      1,000 $    1,000 $  (153,113)$     (1,000)$ (153,113)
                             ======= ========== =========== ============ ==========

</TABLE>




See Notes to Financial Statements.

                                         4

<PAGE>



PATRA CAPITAL LTD.
- ------------------------------------------------------------------------------


STATEMENT OF CASH FLOWS FOR THE SEVEN MONTHS ENDED JULY 31, 1998.
- ------------------------------------------------------------------------------



Operating Activities:
  Net Loss                                                         $  (153,113)
                                                                   -----------
  Adjustments to Reconcile Net Loss to Net Cash
   Provided by Operating Activities:
   Depreciation                                                          5,219
   Deferred Income Taxes                                              (102,000)

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
     Due from Related Party                                            (13,198)

   Increase [Decrease] in:
     Accounts Payable                                                   28,034
     Accrued Consulting Fees - Related Parties                          98,000
     Accrued Consulting Fees                                            25,000
     Due to Related Party                                              111,356
     Due to Stockholders                                                   702
                                                                   -----------

   Total Adjustments                                                  (153,113)

  Net Cash - Operating Activities                                           --
                                                                   -----------

  Net Increase in Cash                                                      --

Cash - Beginning of Period                                                  --
                                                                   -----------

  Cash - End of Period                                             $        --
                                                                   ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
   Interest                                                        $        --
   Income Taxes                                                    $        --

Supplemental Schedule of Non-Cash Investing and Financing Activities:
  In January 1998,  the Company issued 1,000 shares of common stock at par value
and recorded a stock subscription receivable.

  During the seven months ended July 31, 1998,  the Company  acquired  furniture
and fixtures for $35,694 and recognized deposits on operating leases of $59,689.
The Company recorded a corresponding intercompany payable for a total of $95,383
for these payments made by an affiliated company on the Company's behalf.

  The Company recorded deferred costs of $159,447 for accounting and legal fees,
of which $137,000 is recorded as accounts  payable and $22,447 as due to related
party.




See Notes to Financial Statements.

                                         5

<PAGE>



PATRA CAPITAL LTD.
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------


[1] Organization and Business

Patra Capital Ltd.  ["Patra" or the "Company"] was  incorporated on December 17,
1997,  and is  principally  engaged in investing  in  companies  involved in the
information technology services industry [See Note 9].

[2] Summary of Significant Accounting Policies

[A] Equipment and  Depreciation - Equipment is stated at cost, less  accumulated
depreciation.  Depreciation is computed  principally by the straight-line method
and is based on the estimated  useful lives of the various  assets  ranging from
three to five years.  When assets are sold or retired,  the cost and accumulated
depreciation  are removed  from the accounts and any gain or loss is included in
operations.

[B] Use of Estimates - The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period.
Actual results could differ from those estimates.

[C]  Income  Taxes - Income  taxes are  provided  based upon the  provisions  of
Statement of Financial  Accounting  Standards ["SFAS"] No. 109,  "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected  future tax  consequences  of events that have been included in
the  financial  statements  or tax  returns.  Under this  method,  deferred  tax
liabilities  and assets  are  determined  based on the  difference  between  the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

[D] Economic Dependence - Patra does not maintain a bank account and has no cash
or investments in marketable  securities.  As of July 31, 1998, Patra has relied
on related parties to pay all of its obligations.

[3] Equipment and Depreciation

Equipment and accumulated depreciation as of July 31, 1998, are as follows:

Equipment                                      $   13,558
Furniture and Fixtures                             22,136
                                               ----------

Total                                              35,694
Less: Accumulated Depreciation                      5,219

  Equipment - Net                              $   30,475
  ---------------                              ==========

Depreciation expense for the seven months ended July 31, 1998, was $5,219.

[4] Deferred Costs

Deferred costs consist of legal and accounting  fees incurred in relation to the
acquisition of Conversion Services International, Inc. ["CSI"] [See Note 9].

[5] Related Party Transactions

The amount due from related  party of $13,198 at July 31, 1998,  consists of the
monthly  allocation  of  operating  expenses  between  the Company and a related
company whose  stockholders  are the same as those of Patra. The amounts have no
stated terms of repayment and are non-interest bearing.

Accrued  consulting  fees - related  party of  $98,000  at July 31,  1998,  were
incurred in the start-up of Patra and are due to a stockholder and his wife.

                                        6

<PAGE>



PATRA CAPITAL LTD.
NOTES TO FINANCIAL STATEMENTS, Sheet #2
- ------------------------------------------------------------------------------



[5] Related Party Transactions [Continued]

For the seven  months ended July 31, 1998,  Patra was  allocated  $5,431 of rent
expense for other office space from a related  company,  one of the stockholders
of which is a stockholder of the Company.

The  amount due to related  party of  $229,186  at July 31,  1998,  consists  of
operating expenses allocated to the Company by a related company, whose owner is
a  stockholder  of Patra.  The loan has no  stated  terms of  repayment  and are
non-interest bearing.

The amount due to  stockholder  of $702 at July 31, 1998,  consists of operating
expenses paid on behalf of Patra.  The loan has no stated terms of repayment and
is non-interest bearing.

All of the Company's operating expenses were allocated by related companies.

[6] Commitments and Contingencies

The Company  occupies  office space,  which is leased by a related  company,  of
which  one  of the  stockholders  is a  stockholder  of the  Company,  under  an
operating lease which expires in April of 2002. Approximately 73% of the cost of
the lease is allocated to the Company.  The Company's rent expense for the seven
months ended July 31, 1998, amounted to $19,695.

Total minimum annual rentals under the lease are as follows:

Year Ended
   July 31,
   1999                                        $  119,379
   2000                                           119,379
   2001                                           119,379
   2002                                            89,534
                                               ----------

     Total                                     $  447,671
     -----                                     ==========

[7] Income Taxes

Deferred taxes and the income tax benefit consist of the following:

Deferred Taxes:
  Federal                                                $    79,000
  State                                                       23,000
                                                         -----------

  Income Tax Benefit                                     $   102,000
  ------------------                                     ===========

The tax effect of significant items comprising the Company's  deferred tax asset
at July 31, 1998, are as follows:

Net Operating Loss Carryforward                          $    62,800
Deductibility of Accrued Expenses                             39,200
                                                         -----------

  Deferred Tax Asset                                     $   102,000
  ------------------                                     ===========

The  Company's  has  recorded a deferred tax asset of $102,000 at July 31, 1998.
The realization of the deferred tax asset is dependent on the Company generating
sufficient taxable income in future years.  Although realization is not assured,
management  believes  it is more likely  than not that all of the  deferred  tax
asset  will be  realized.  The  amount  of the  deferred  tax  asset  considered
realizable,  however,  could be reduced in the near term if  estimates of future
taxable income are reduced.

                                        7

<PAGE>



PATRA CAPITAL LTD.
NOTES TO FINANCIAL STATEMENTS, Sheet #3
- ------------------------------------------------------------------------------



[7] Income Taxes [Continued]

The net operating loss carryforward of approximately $157,000 expires in 2013.

A reconciliation of income tax at the statutory rate to the Company's  effective
rate is as follows:

Computed at the Statutory Rate                                   34%
State Income Tax - Net of Federal Tax Benefit                     6%

  Income Tax Expense - Effective Rate                            40%
  -----------------------------------                    ===========

[8] New Authoritative Pronouncements

The  Financial  Accounting  Standard  Board  ["FASB"]  has issued  SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities.  SFAS  No.  133  requires  that  an  entity  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative  depends on the intended use of the derivative
and how it its designated, for example, gain or losses related to changes in the
fair value of a derivative not designated as a hedging  instrument is recognized
in earnings in the period of the change,  while  certain  types of hedges may be
initially  reported  as a  component  of  other  comprehensive  income  [outside
earnings] until the consummation of the underlying transaction.

SFAS No. 133 is  effective  for all fiscal  quarters of fiscal  years  beginning
after June 15,  1999.  Initial  application  of SFAS No. 133 should be as of the
beginning  of a fiscal  quarter;  on that date,  hedging  relationships  must be
designated  anew and  documented  pursuant  to the  provisions  of SFAS No. 133.
Earlier application of all of the provisions of SFAS No. 133 is encouraged,  but
it is permitted only as of the beginning of any fiscal quarter.  SFAS No. 133 is
not to be applied  retroactively to financial  statements of prior periods.  The
Company does not currently have any derivative  instruments and is not currently
engaged in any hedging activities.

[9] Subsequent Events

Patra entered into an agreement and plan of merger with Patra Acquisition,  Inc.
and Elligent Consulting Group, Inc.  ["Elligent"] as of August 26, 1998, whereby
all of Patra's common stock was exchanged for 12,950,000  shares of common stock
in Elligent.  Upon the closing on September 3, 1998, Patra Acquisition,  Inc., a
wholly-owned subsidiary of Elligent, merged into Patra.

Patra  entered  into a plan and  agreement  of merger with  Conversion  Services
International,  Inc.  ["CSI"]  as of August 1,  1998,  whereby  all of the CSI's
common  stock  was  sold to  Patra in  exchange  for  cash,  notes  payable  and
restricted  common stock of Elligent  Consulting  Group,  Inc. [a  publicly-held
company],  the parent company of Patra.  Upon the closing on September 21, 1998,
CSI  merged  into  Patra  and  Patra  changed  its name to  Conversion  Services
International, Inc.



                                        8

<PAGE>



PATRA CAPITAL LTD.
NOTES TO FINANCIAL STATEMENTS, Sheet #4
- ------------------------------------------------------------------------------




[10] Financial Instruments

Generally  accepted  accounting  principles require disclosing the fair value of
financial  instruments to the extent practicable for financial instruments which
are  recognized  or  unrecognized  in the balance  sheet.  The fair value of the
financial instruments disclosed herein is not necessarily  representative of the
amount  that  could be  realized  or  settled,  nor does the fair  value  amount
consider the tax consequences of realization or settlement.

For accounts payable,  accrued expenses,  and amounts due from/to related party,
it was assumed that the carrying amount  approximated  fair value because of the
short maturities of these  instruments.  The fair value of due to stockholder is
estimated  based on rates at which the Company  could  borrow funds with similar
remaining maturities which approximates its carrying value.





                        .   .   .   .   .   .   .   .   .




                                        9

<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                         ELLIGENT CONSULTING GROUP, INC.

Dated:   December 7, 1998               By: /s/ Edwin T. Brondo
                                           ------------------------------------
                                               Edwin T. Brondo
                                               Chief Financial Officer

                                       10



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