UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 1996
Commission File No. 0-17072
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
(Formerly International Bankcard Services Corporation)
State of Delaware 11-2844247
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
72 Cabot Street, West Babylon, New York 11704
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (516) 694-7060
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: 575,000 Units, each
Unit consisting of Five Warrants, each Warrant entitling the holder thereof to
purchase one share of Common Stock, at $1.50 per share.
Indicate by check marks 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 periods 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
--- ---
This form does NOT contain disclosure of any delinquent filers as required by
item 405 of Regulation S-B and no disclosure will be contained, to the best of
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any amendments to
this form 10-KSB.
The issuer's revenues for its most current fiscal year were $9,906,661
As of July 31, 1996, the issuer had 9,028,477 common shares, $.0001 par value,
outstanding. Based upon the average bid and ask price on that date ($.63) the
aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $5,678,500 (assuming solely for purposes of this
calculation that all directors and officers of the Registrant are "affiliates").
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
a) 1. Financial Statements.*
b) Reports on Form 8-K*
Incorporated by reference to filing dated August 2, 1995,
August 8, 1995 and August 16, 1995.
c) Items Required by Item 601 of Regulation S-B*
3a. Restated Certificate of Incorporation and
Amendment to the Certificate of
Incorporation. (Incorporated by reference to
Exhibits 3.1 and 3.2, respectively, of the
Company's Registration Statement No.
33-14370 N.Y. filed June 1, 1987).*
3b. Restated By-Laws (Incorporated by reference
to Exhibit 3.3 of the Company's Registration
Statement No. 33-14370 N.Y. filed June 1,
1987).*
3c. Restated Certificate of Incorporation and
Amendment to the Certificate of
Incorporation filed March 6, 1995.*
4. Instruments defining the rights of Security
Holders including indentures:
a. Specimen of Common Stock Purchase
Warrant dated September 3, 1987,
(Incorporated by reference to
Exhibit 4.1 of the Company's
Registration Statement No. 33-14370
of N.Y. filed June 1, 1987).*
b. Form of Warrant Agreement with
American Stock Transfer Company
dated September 3, 1987.
(Incorporated by reference to
Exhibit 4.2 of the Company's
Registration Statement No. 33-14370
N.Y. filed June 1, 1987).*
c. Form of Underwriter's Unit Purchase
Option granted to Date Securities,
Inc. dated September 3, 1987.
(Incorporated by reference to
Exhibit 4.3 of the Company's
Registration Statement No. 33-14370
N.Y. filed June 1, 1987).*
5. Proxy statement dated December 20, 1994 is
hereby incorporated by reference.*
27. Financial Data Schedule.
- ----------
* Filed previously.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: August 13, 1996
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
By: /s/ DONALD KESSLER
-----------------------------
DONALD KESSLER, Chairman and
Chief Executive Officer
By: /s/ DAVID R. BEHANNA
-----------------------------
DAVID R. BEHANNA, CPA,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
/s/ DONALD KESSLER
- ----------------------------- Date: August 13, 1996
DONALD KESSLER, Director
/s/ LEO MANGAN
- ----------------------------- Date: August 13, 1996
LEO MANGAN, Director
/s/ MICHAEL O'REILLY
- ----------------------------- Date: August 13, 1996
MICHAEL O'REILLY, Director
/s/ DAVID BEHANNA
- ----------------------------- Date: August 13, 1996
DAVID BEHANNA, Director
/s/ JAMES W. NEAREN
- ----------------------------- Date: August 13, 1996
JAMES W. NEAREN, Director
/s/ LYNNE SCOTT
- ----------------------------- Date: August 13, 1996
LYNNE SCOTT, Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
<CASH> 282,933
<SECURITIES> 0
<RECEIVABLES> 2,043,740
<ALLOWANCES> 0
<INVENTORY> 265,065
<CURRENT-ASSETS> 3,420,295
<PP&E> 3,738,454
<DEPRECIATION> 594,977
<TOTAL-ASSETS> 9,289,389
<CURRENT-LIABILITIES> 2,033,910
<BONDS> 0
0
0
<COMMON> 18,635,255
<OTHER-SE> (104,988)
<TOTAL-LIABILITY-AND-EQUITY> 9,289,389
<SALES> 9,906,661
<TOTAL-REVENUES> 9,906,661
<CGS> 7,287,098
<TOTAL-COSTS> 11,947,764
<OTHER-EXPENSES> 2,400,406
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 50,629
<INCOME-PRETAX> (4,441,509)
<INCOME-TAX> (801,467)
<INCOME-CONTINUING> (3,640,042)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,640,042)
<EPS-PRIMARY> (.70)
<EPS-DILUTED> 0
</TABLE>
