<PAGE>
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NUMBER 0-23462
ASIA MEDIA COMMUNICATIONS, LTD.
(Exact name of registrant as specified in its charter)
NEVADA 88-0207089
(State or other jurisdiction (IRS employer
of incorporation or organization) identification No.)
RUE-FRITZ-COURVOISIER 40
2300 LA CHAUX-DE-FONDS
SWITZERLAND
(Address of principal executive offices)
011-4139-7656
Registrant's telephone number, including area code
-----------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant (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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [X]
The registrant has been inactive and there is no market value of the
voting stock held by non-affiliates of the registrant.
The number of shares outstanding of each of the registrant's classes of
stock as of the latest practicable date are:
CLASS OF SECURITIES: OUTSTANDING AT 12/31/95
Common Stock, Par Value $.01 8,037,586 Shares
================================================================================
<PAGE>
<PAGE>
PART I
ITEM 1. BUSINESS
Throughout 1995 the Registrant was inactive and sought financing to
recommence its operations.
On March 18, 1996 (the "Effective Date"), the Registrant completed a merger
(the "Merger") with Kremlyovskaya Group, Inc., a privately held Delaware
corporation ("KGI"). Pursuant to the provisions of an Agreement and Plan of
Merger, dated the Effective Date (the "Merger Agreement"), by and among the
Registrant, AMC Merger Co., Inc., a Nevada corporation and a wholly owned
subsidiary of the Registrant ("MergerCo"), KGI and Riccardo Fanchini and Robert
Gaspar, two principal shareholders of KGI, on the Effective Date, MergerCo was
merged with and into KGI, with KGI being the surviving entity. In connection
therewith, the shares of MergerCo's common stock outstanding immediately prior
to the Merger were converted into shares of KGI's common stock and each of the
15,500 shares of KGI common stock outstanding immediately prior to the Merger
was converted into the right to receive 5,750 shares (89,125,000 in the
aggregate) of the Registrant's common stock.
KGI, through its wholly owned subsidiary, Kremlyovskaya Group NV, a Belgium
corporation ("KGNV"), is engaged in the distribution of Kremlyovskaya vodka, a
proprietary brand of premium vodka manufactured by others pursuant to KGNV's
formula and specifications. The primary market for such vodka during 1995 was
Russia, where the Kremlyovskaya brand was the number one imported vodka in
quantity. KGNV also distributes, primarily in Russia, luxury consumer goods such
as chocolates, fine cigars and liquors, and general merchandise such as
cigarettes, beer and wine.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant has been inactive and its Common Stock has had no market
value.
ITEM 6. SELECTED FINANCIAL DATA
Registrant emerged from Chapter 11 Federal Bankruptcy proceedings on
January 31, 1994 and since such date through December 31, 1995 was inactive.
Therefore, no comparisons to years prior to 1994 are included in the following
selected financial data.
2
<PAGE>
<PAGE>
SUMMARY FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended 11 Months Ended
December 31, 1995 December 31, 1994
<S> <C> <C>
Total Assets $ 0 $ 9,919
Total Liabilities $ 20,168 $ 18,007
Stockholders' Equity (Deficit) $(20,168) $ (8,088)
Per Common Share (loss) $ (.001) $ (.01)
Net Sales $ 0 $ 0
Net Loss $(12,080) $ (71,048)
COMMON STOCK:
Shares outstanding at 12/31/95 8,037,586
The Registrant has been inactive and its Common Stock has had no
market value.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Registrant has been inactive and has been seeking financing to
recommence its operations. Therefore, no discussion or analysis of financial
condition is contained herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the financial statements of registrant for the period December 31,
1995 attached hereto and incorporated herein by reference.
3
<PAGE>
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
</TABLE>
<TABLE>
<CAPTION>
Name and Address Age Capacities
- ---------------- --- ----------
<S> <C> <C>
Ian W. Rice 56 Chairman of the
Rue-Fritz-Courvoisier 40 Board of Directors
2300 La Chaux-de-Fonds
Switzerland
Anthony J. Cataldo 45 Director, Chief Executive Officer and
63 Northeast Village Road Chief Financial Officer
Concorde, NH 03301
Robert Bruloot 59 Director
South Pointe Towers, Unit # 404
400 South Pointe Drive
Miami Beach, FL 33139
Valentin Kassatkine 50 Director
Lange Nieuwstraat 58
2000 Antwerp, Belgium
Kurt Schlapfer 43 Director
Gehrstrasse 21
8908 Hedingen
Switzerland
BACKGROUND INFORMATION
Ian W. Rice - From 1985 to the present, Mr. Rice has been a director of Sigma
Limited, S.A., an investment firm in Switzerland. From 1987 until 1992, Mr. Rice
was a director of Nevan Resources Plc., an Irish public company engaged in the
mining business. From 1992 until November 1994, Mr. Rice was a director of Rare
Earth Resources, Ltd., a publicly held Canadian corporation engaged in the
mining business. From January 31, 1994 to the present, he has been an officer
and director of the Registrant. Mr. Rice devotes his time as necessary to the
business of Registrant.
Anthony J. Cataldo - From January, 1990 until July, 1995, Mr. Cataldo was the
Chairman and Chief Executive Officer of Management Technologies, Inc., a
manufacturer and distributor of computer software used in connection with
electronic funds transfers by banks and whose stock is included for quotation on
the NASDAQ SmallCap Market. From August 1995 until February 19,1996, Mr. Cataldo
served as an independent financial consultant to several companies in connection
with capital raising activities. From March 19, 1996 to the present, Mr. Cataldo
has been a director and officer of the Registrant.
Robert Bruloot - From 1987 until 1990, Mr. Bruloot was employed in various
capacities, lastly as President International and Chief Marketing Officer, by
Interbrew S.A., a brewer and international
4
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<PAGE>
distributor of beer and soft drinks. Since 1990, Mr. Bruloot has been a director
of Pierre Balmain, Paris, a company engaged in haute couture, perfumes and
licensing and since 1990 and until 1995, Mr. Bruloot was the president and chief
executive officer of the parent holding company of Pierre Balmain of which he is
now the Chairman. In April 1995, Mr. Bruloot joined the Registrant's now
indirect wholly owned subsidiary, Kremlyovskaya Group N.V., in Antwerp, and
serves as Vice President for international business.
Valentin Kassatkine - From 1968 to 1987, Mr. Kassatkine was engaged in
administrative, liaison and supply duties with the Soviet Red Cross, UNICEF and
the World Health Organization and served as an administrative officer and as a
director on various desks within those bodies. From 1987 to 1990, Mr. Kassatkine
was a director of Cooperative Real Estate, a company engaged in real estate in
Moscow. From 1990 to 1993, he was a director of exports to Russia for a private
Belgian company responsible for arranging exports to Russia from the West. From
1993 to the present, Mr. Kassatkine has been a director of Cats Home Inmobilien
N.V., a private Belgian company engaged in the real estate business. Since
January 1995, Mr. Kassatkine has been employed by the Registrant's now
indirectly wholly owned subsidiary, Kremlyovskaya Group N.V., in Antwerp, where
he has special responsibility for exports to and from Russia and the former
Soviet Republics.
Kurt Schlapfer - From 1972 until 1995, Mr. Schlapfer has been engaged in the
banking industry in Switzerland. In 1987, he became First Vice President of
Credit Bank Zurich, a Swiss private bank now known as CB Capital Bank and in
1990, Mr. Schlapfer became Chief Executive Officer of that bank and remained as
Chief Executive Officer until 1995. From 1991 to 1995, he also served as Senior
Vice President of KB Kredit Bank, a subsidiary of CB Capital Bank. From 1987 to
1995, Mr. Schlapfer served as a director of several private companies in
Switzerland and Luxembourg. Since July, 1992, Mr. Schlapfer has served as a
director of Marshall Minerals Corp., a Canadian gold mining company whose stock
is traded on the Toronto Stock Exchange. In December 1995, Mr. Schlapfer
resigned from CB Capital Bank and KB Kredit Bank to concentrate on his
financial consultancy business.
ITEM 11. EXECUTIVE COMPENSATION
During calendar 1995, none of the officers or directors were compensated
for their services as the Registrant was inactive. It is contemplated that
during 1996, as a result of the completion of the merger with Kremlyovskaya
Group, Inc., the directors and officers will be compensated for their services
to the Registrant by way of cash, bonuses, incentives, stock options or grants.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding ownership of
Registrant's Common Stock as of the date of this report by all shareholders who
own 5% or more of Registrant's common stock:
</TABLE>
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Beneficial Percent of
Name and Address Class Ownership Class
- ---------------- -------- ---------- ----------
<S> <C> <C> <C>
Iouri Bukhovski
Van Putlei 41 Common 8,883,750 9.45%
2018 Antwerp, Belgium Direct
</TABLE>
5
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Riccardo Fanchini
Van Putlei 41 Common 8,883,750 9.45%
2018 Antwerp, Belgium Direct
Guerman Liberman
Van Putlei 41 Common 8,883,750 9.45%
2018 Antwerp, Belgium Direct
Yacov Tilipman
Van Putlei 41 Common 8,883,750 9.45%
2018 Antwerp, Belgium Direct
</TABLE>
The following table lists, as of the date hereof, the number and percentage
of each class of equity shares of Registrant or any of its subsidiaries
beneficially owned, directly or indirectly, by each officer and director, and by
all directors and officers of Registrant, as a group:
<TABLE>
<CAPTION>
Name of Amount and Nature Percent
Title Beneficial of of
of Class Owner Beneficial Ownership Class
- -------- ---------- -------------------- --------
<S> <C> <C> <C>
Common Ian W. Rice(1) 2,200,000 Indirect 2%
Common Valentin Kassatkine 4,283,750 Direct 4.55%
Common All officers and 6,483,750 6.55
directors as a
group
</TABLE>
Registrant does not know of any arrangements, the operation of which may,
at a subsequent date, result in a change in control of registrant.
- ----------------------
(1) These shares are held in the name of Marlow Properties, Inc./Tortola
Services, Ltd., a company of which Mr. Rice is the sole officer, director
and principal shareholder.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 16, 1996, Marlow Properties, Inc., a company of which Mr. Ian Rice
is the sole officer, director, and principal shareholder, and Melissa Rice, Mr.
Rice's daughter, agreed to cancel, respectively, 3,040,000 and 152,000 shares of
the Registrant's common stock which had been issued in
6
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<PAGE>
connection with the acquisition by the Registrant of a video library that
has not proved commercially exploitable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(1) Financial Statements at December 31, 1995.
7
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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.
ASIA MEDIA COMMUNICATIONS, LTD.
a Nevada Corporation
Dated: April 12, 1996 By: /s/ IAN W., RICE
-----------------------------------
Ian W. Rice, Chairman
Dated: April 12, 1996 /s/ ANTHONY CATALDO
------------------------------------------
Anthony Cataldo, Director, Chief Executive Officer
and Chief Financial Officer
Dated: April 12 1996 /s/ ROBERT BRULOOT
------------------------------------------
Robert Bruloot
Dated: April 12, 1996 /s/ VALENTIN KASSATKINE
------------------------------------------
Valentin Kassatkine
Dated: April 12, 1996 /s/ KURT SCHLAPFER
------------------------------------------
Kurt Schlapfer
8
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, INC.
(FORMERLY SPERZEL-NV, INC.)
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<PAGE>
<PAGE>
[LETTERHEAD]
Independent Auditor's Report
To the Board of Directors
of Asia Media Communications, Ltd.
(Formerly Sperzel-NV, Inc.)
We have audited the accompanying balance sheets of Asia Media
Communications, Ltd., (formerly Sperzel-NV, Inc.) (a corporation) as of December
31, 1995 and 1994 and the related statements of operations, stockholders' equity
and cash flows for the periods 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 and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Asia Media Communications, Ltd. as of December 31,
1995 and 1994, and the results of its operations and its cash flows for the year
and eleven month periods then ended in conformity with generally accepted
accounting principles.
<PAGE>
<PAGE>
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 6, the Company
has no cash, and it is uncertain at this point whether the Company will be able
to pay its liabilities in the normal course of the business. The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
/s/ ALBRIGHT, PERSING & ASSOCIATES, LTD.
-----------------------------------
Albright, Persing & Associates, Ltd.
March 20, 1996
Reno, Nevada
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, INC.
(FORMERLY SPERZEL-NV, INC.)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(SEE ACCOUNTANTS' REPORT)
<TABLE>
<CAPTION>
ASSETS
1995 1994
--------- ----------
<S> <C> <C>
Current Assets:
Cash $ - $ 9,919
------------- ----------
Total Current Assets - 9,919
------------- ----------
Total Assets $ - $ 9,919
============= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 3,422 $ -
----------- ----------
Total Current Liabilities 3,422 -
----------- ----------
Advances from Related Parties (Note 3) 16,746 18,007
----------- ----------
Total Liabilities 20,168 18,007
----------- ----------
Stockholders' Equity:
Common stock, $.01 par value, 100,000,000
shares authorized, 8,037,586 shares
issued and outstanding 170,132 170,132
Additional paid-in capital 626,549 626,549
Retained earnings (deficit) (83,128) (71,048)
---------- ----------
713,553 725,633
Less: Treasury stock (Note 4) (733,721) (733,721)
---------- ----------
(20,168) (8,088)
---------- ----------
Total Liabilities and Stockholders' Equity $ - $ 9,919
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, INC.
(FORMERLY SPERZEL-NV, INC.)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE ELEVEN MONTHS ENDED DECEMBER 31, 1994
(SEE ACCOUNTANTS' REPORT)
<TABLE>
<CAPTION>
Eleven
Year Ended Months Ended
December 31, December 31,
1995 1994
<S> <C> <C>
Net Sales $ - $ -
---------- ----------
Costs and Expenses:
Cost of sales - -
Selling, general and administrative expenses:
Legal and accounting expenses 11,537 46,857
Other expenses 543 24,191
---------- ----------
Total Costs and Expenses 12,080 71,048
---------- ----------
Loss Before Income Tax Benefit (12,080) (71,048)
Income Tax (Benefit)
Current (1,812) 26,641
Deferred 1,812 (26,641)
----------- ----------
- -
----------- ----------
Net Loss $ (12,080) $ (71,048)
========== ============
Loss Per Common Share $ (0.001) $ (0.01)
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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<PAGE>
ASIA MEDIA COMMUNICATIONS, INC.
(FORMERLY SPERZEL-NV, INC.)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE ELEVEN MONTHS ENDED DECEMBER 31, 1994
(SEE ACCOUNTANTS' REPORT)
<TABLE>
<CAPTION>
Retained
Additional Earnings Total
Number Common Paid-in (Accumulated Treasury Stockholders'
of Shares Stock Capital deficit) Stock Equity
--------- ---------- ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 31, 1994 7,037,586 160,132 536,549 - (733,721) (37,040)
Issuance of 1,000,000 shares of stock
at par value ($.01/share) for cash 1,000,000 10,000 90,000 - - 100,000
Net Loss - - - (71,048) - (71,048)
--------- ---------- ---------- ------------ --------- -------------
Balances, December 31, 1994 8,037,586 170,132 626,549 (71,048) (733,721) (8,088)
Net Loss - - - (12,080) (733,721) (12,080)
--------- ---------- ---------- ------------ --------- -------------
Balances, December 31, 1995 8,037,586 $ 170,132 $ 626,549 $ (83,128) $(733,721) $ (20,168)
========= ========== ========== ============ ========= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, INC.
(FORMERLY SPERZEL-NV, INC.)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE ELEVEN MONTHS ENDED DECEMBER 31, 1994
(SEE ACCOUNTANTS' REPORT)
<TABLE>
<CAPTION>
Eleven
Year Ended Months Ended
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (12,080) $ (71,048)
---------- ---------
Adjustments to reconcile net (loss) to net cash
provided by operating activities
Loss on sale of property - 501
Changes in assets and liabilities
Decrease in deposits - 5,900
Increase (Decrease) in accounts payable 3,422 (6,443)
(Decrease) in accrued liabilities - (25,500)
(Decrease) Increase in advances from stockholder (1,261) 64
---------- -----------
Total adjustments 2,161 (25,478)
---------- ----------
Net cash used in operating activities (9,919) (96,526)
--------- ----------
Cash Flows From Financing Activities:
Proceeds from sale of common stock - 100,000
------------- ----------
Net cash provided by financing activities - 100,000
------------- ----------
Net (decrease) increase in cash and cash
equivalents (9,919) 3,474
Cash and cash equivalents, beginning of period 9,919 6,445
---------- ----------
Cash and cash equivalents at December 31 $ - $ 9,919
============= ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- -------------------------------------------------
Cash paid for the periods ended December 31, 1995 and 1994:
Income taxes $ - $ -
============= ============
Interest $ - $ -
============= ============
DISCLOSURE OF ACCOUNTING POLICY
- -------------------------------
For purposes of the statement of cash flows, the Company considers all
short-term investments with an original maturity of three months or less to be
cash equivalents.
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying balance sheet includes the accounts of Asia Media
Communications, Ltd., a corporation purchased by Sperzel-NV, Inc. on January 31,
1994. On the same date, Sperzel-NV, Inc. changed its name to Asia Media
Communications, Ltd. As Asia Media Communications, Ltd., the Company had
attempted to acquire the licensing rights for distribution of videos in the Far
East. However, the acquisition was never completed and the Company is seeking
opportunities in other business ventures.
Income Taxes
During 1993, the Company changed its method of accounting for income taxes
and deferred taxes to conform with new requirements of the Financial Accounting
Standards Board Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes". SFAS No. 109 retained the current requirements to
record deferred income taxes for temporary differences that are reported in
different years for financial reporting and for tax purposes; however, the
methodology for calculating and recording deferred income taxes has changed.
Under the liability method adopted by SFAS No. 109, deferred tax liabilities or
assets are computed using the tax rates that will be in effect when the
temporary differences reverse. Also, requirements for recognition of deferred
tax assets and operating loss and tax credit carryforwards were liberalized by
requiring their recognition when and to the extent that their realization is
more likely than not.
Business Activity
The Company, a Nevada corporation, with its administrative office now
located in Switzerland, was incorporated on February 20, 1985. At the present
time, the Company has no current operations, and is actively attempting to
acquire a business operation, or obtain one through merger with a privately-held
company seeking to go public.
Noncash Securities Issuance
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair market value of the services received in
exchange.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
7
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income (Loss) per Share
The computation of income (loss) per share of common stock is based on the
weighted average number of shares outstanding during the periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect (1) the reported amounts of assets and liabilities, (2)
disclosure of contingent assets and liabilities at the date of the financial
statements, and (3) reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - PLAN OF REORGANIZATION
On May 21, 1992, the Company filed a petition for relief under Chapter 11
of the federal bankruptcy laws in the United States Bankruptcy Court for the
District of Nevada.
On January 31, 1994, the Bankruptcy Court confirmed the Company's plan of
reorganization. The confirmed plan provided for the following:
Secured Debt - The Company's $16,500 of secured debt (secured by a first
mortgage on four timeshare interests owned by the Company in Fairfield Bay,
Arkansas) will be paid off when the Company sells the timeshare interests
for the amount of debt owed on them.
Priority Tax Claims - Payroll taxes and bankruptcy administration costs of
$6,443 will be paid in cash or, alternatively, by the issuance of one share
of the Company's stock for each $1 owed to the creditor. The choice of
payment is decided by the creditor.
Trade and Other Miscellaneous Claims - The holders of approximately $99,000
of trade and other miscellaneous claims will receive one share of the
Company's common stock in exchange for every $1, or part thereof, due and
owing to each creditor, resulting in the additional issuance of 99,000
shares of the Company's common stock. Holders of executory contracts will
receive approximately 3 million shares of stock in fulfillment of such
contract.
8
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<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 2 - PLAN OF REORGANIZATION - Continued
Common Stock - The holders of approximately 1.4 million outstanding shares of
the Company's existing stock will retain their shares, but they will be reverse
split 10 to 1, resulting in present shareholders holding approximately 140,000
shares of the Company's common stock.
Purchase of Asia Media Communications, Ltd. - The Company will be allowed
to purchase the net assets of Asia Media Communications, Ltd. (the
combinee) by issuing 3,800,000 shares of the Company's common stock.
The effect of the plan of reorganization on the Company's balance sheet as
of January 31, 1994 is as follows:
<TABLE>
<CAPTION>
Asia Media
Purchase of Communications
Pre- Debt Asia Media Reorganized
Confirmation Discharge Communications Fresh Start Balance Sheet
------------ --------- -------------- ----------- --------------
ASSETS
Current Assets:
<S> <C> <C> <C> <C> <C>
Cash $ 6,443 $ -- $ 2 $ -- $ 6,445
Accounts receivable 41,762 (41,762) -- -- --
Less: Allowance for
doubtful accounts (41,762) 41,762 -- -- --
Assets to be disposed of
valued at market, which
is lower than cost -- -- -- -- --
-------- -------- -------- -------- --------
Total Current Assets 6,443 -- 2 -- 6,445
-------- -------- -------- -------- --------
Property and Equipment:
Assets to be disposed of
valued at market, which
is lower than cost 17,058 -- -- (16,557) 501
-------- -------- -------- -------- --------
Other Assets:
Deposits -- -- 5,900 -- 5,900
Goodwill -- -- 75,541 (75,541) --
-------- -------- -------- -------- --------
-- -- 81,441 (75,541) 5,900
Total Assets $ 23,501 $ -- $ 81,443 $(92,098) $12,846
======== ======== ======== ======== ========
</TABLE>
9
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<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 2 - PLAN OF REORGANIZATION - Continued
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<S> <C> <C> <C> <C> <C>
Liabilities Not Subject to
Compromise:
Accounts payable $ 6,443 $ -- $ -- $ -- $ 6,443
Accrued liabilities -- -- 25,500 -- 25,500
Advances from stockholders -- -- 17,943 -- 17,943
Note payable 16,557 -- -- (16,557) --
-------- -------- --------- --------- ---------
23,000 -- 43,443 (16,557) 49,886
-------- -------- --------- --------- ---------
Liabilities Not Subject to
Compromise:
Prepetition liabilities 102,407 (102,407) -- -- --
-------- -------- --------- --------- ---------
Total Liabilities 125,407 (102,407) 43,443 (16,557) 49,886
-------- -------- --------- --------- ---------
Stockholders' (Deficit) Equity:
Common stock 91,138 30,994 38,000 -- 160,132
Additional paid-in capital 679,203 71,413 -- (214,067) 536,549
Retained earnings (deficit) (138,526) -- -- 138,526 --
-------- -------- --------- --------- ---------
631,815 102,407 38,000 (75,541) 696,681
Less Treasury stock (733,721) -- -- -- (733,721)
-------- -------- --------- --------- ---------
(101,906) 102,407 38,000 (75,541) (37,040)
-------- -------- --------- --------- ---------
Total Liabilities and
Stockholders' (Deficit)
Equity $ 23,501 $ -- $ 81,443 $ (92,098) $ 12,846
======== ======== ========= ========= =========
</TABLE>
The company has accounted for its reorganization using fresh-start
reporting. All assets and liabilities have been restated to reflect their
reorganization values, which approximates fair values at the reorganization
date.
NOTE 3 - ADVANCES FROM RELATED PARTIES
Advances from related parties consists of amounts advanced by a related
company. The advanced amounts carry no specific repayment terms or interest
rate.
10
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 4 - TREASURY STOCK
Treasury stock is shown at cost and consists of 771,290 shares of common
stock. The shares held in the treasury were adjusted for the effects of a
reverse 1 to 10 stock split.
NOTE 5 - INCOME TAXES
Because the Company has not generated any taxable income since its emergence
from bankruptcy, no provision for income tax has been made.
Temporary differences giving rise to the deferred tax asset consist of
potential net operating loss carryforwards for both financial and tax reporting
purposes. However, as more fully explained in Note 1, Statement of Financial
Accounting Standard No. 109, Accounting for Income Taxes, allows the
establishment of a valuation allowance to offset any deferred tax asset that may
result from the recording of potential future net operating loss carryforwards.
Since it is unclear at this time whether any income tax benefit will be realized
in the future for the recognition of the Company's net operating loss
carryforward, an allowance was established to reduce the deferred tax asset as
follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Deferred tax asset for future
benefits of net operating
loss carryforward $ 28,453 $ 26,641
Less: valuation allowance
to recognize possible
non-realization of net
operating loss carryforward (28,453) (26,641)
---------- ----------
$ - $ -
========== ==========
</TABLE>
11
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 5 - INCOME TAXES - Continued
The following temporary differences gave rise to the deferred tax asset at
December 31:
<TABLE>
<CAPTION>
Year Ended Eleven Months
December Ended December
31, 1995 31, 1994
------------ --------------
<S> <C> <C>
Tax benefit of net operating loss carryforward $ 28,453 $ 26,641
Valuation allowance for judgement of realizability
of net operating loss carryforward in future
years (28,453) (26,641)
</TABLE>
A reconciliation of income tax expense at the statutory rate to the
Company's effective rate is as follows:
<TABLE>
<CAPTION>
Year Ended Eleven Months
December Ended December
31, 1995 31, 1994
--------------- --------------
<S> <C> <C>
Computed at the expected statutory rate $ -- $ --
--------------- ------
Income tax expense computed at effective rate $ -- $ --
=============== ======
</TABLE>
The Company can carry forward its $189,689 net operating loss as follows:
<TABLE>
<CAPTION>
<S> <C>
Year of
Expiration
----------
2007 $ 106,561
2008 71,048
2009 12,080
----------
$ 189,689
==========
</TABLE>
12
<PAGE>
<PAGE>
NOTE 6 - GOING CONCERN
The Company has no cash or other tangible assets after the terms of the
reorganization plan have been implemented. However, the Company has sold
additional shares of stock for operating cash. As of this point in time, it is
unclear whether the Company will be able to continue to pay its liabilities in
the normal course of business, achieve a profitable level of operations, and
generate sufficient cash to satisfy obligations as they come due.
NOTE 7 - RELATED PARTY TRANSACTIONS AND RELATIONSHIPS
Office Space
The Company uses office space on a rent-free basis from an entity related to
the Company by common ownership. The amount of space used by the Company is
deminimus in nature and its cost will not be reimbursed.
NOTE 8 - SUBSEQUENT EVENTS
On March 18, 1996, the Company completed a merger with Kremlyovskaya Group,
Inc. (herein "KGI"), a privately-held Delaware corporation. Pursuant to the
terms of the Agreement and Plan of Merger dated March 18, 1996, AMC Merger Co.,
Inc., a wholly owned subsidiary of the Company created during 1996, was merged
with and into KGI, with KGI being the surviving entity.
KGI, through a wholly owned subsidiary in Belgium, distributes vodka and
other products in foreign markets, primarily Russia.
13<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,422
<BONDS> 0
<COMMON> 170,132
0
0
<OTHER-SE> (190,300)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,080
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,080)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,080)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,080)
<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
