UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-3
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").
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EXECUTIVE OFFICERS
- ------------------
NAME TITLE AGE APPOINTMENT DATE
- ---- ----- --- ----------------
Donald Kessler Chairman, President & Chief March 1995
Executive Officer 52
Michael O'Reilly Secretary 46 August 1995
DIRECTORS TITLE AGE APPOINTMENT DATE
- --------- ----- --- ----------------
Donald Kessler Chairman of the Board, President 52 March 1995
and Chief Executive Officer
Leo Mangan Chief Operating Officer 40 May 1993
Michael O'Reilly President of Trade-Winds 46 September 1994
Environmental Restoration, Inc.
David Behanna Chief Financial Officer 38 February 1995
James Nearen Outside Director 42 December 1995
Lynne Scott Outside Director 48 March 1996
Donald Kessler is a director and James Nearen is a director and an officer of
ICIS Management Group, Inc. located in Lighthouse Point, FL (NASDAQ:ICIS)
Leo Mangan has two prior felony drug trafficking convictions from 1979 and 1990.
Directors do not presently receive compensation for serving on the Board. In
addition, there are no pension, profit sharing or other forms of deferred
compensation available to any employee of the Company. The Company has adopted a
stock option plan for officers and key personnel. (See Item 11).
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by the
Company during the fiscal years ended April 30, 1996 and 1995 to all executive
officers and key employees of the Company each of whose total cash compensation
exceeded $60,000 for services in all capacities.
<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: December 20, 1996
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
By: MICHAEL O'REILLY
-------------------------------
MICHAEL O'REILLY, Chairman and
Chief Executive Officer
By: 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/ MICHAEL O'REILLY
- ------------------------------- Date: December 20, 1996
MICHAEL O'REILLY, Director
/s/ ANTHONY TOWELL
- ------------------------------- Date: Decmeber 20, 1996
ANTHONY TOWELL, Director
/s/ SAMUEL SADOVE
- ------------------------------- Date: December 20, 1996
SAMUEL SADOVE, Director
/s/ JOANN O'REILLY Date: December 20, 1996
- -------------------------------
JOANN O'REILLY, Director
