SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000 COMMISSION FILE NUMBER 0-18515
THERAPY LASERS, INC.
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
NEVADA 93-0960302
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
10450 WESTOFFICE, HOUSTON, TEXAS 77042
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(Address of Principal Executive Offices)
Company's telephone number, including area code: (713) 339-2722
N/A
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(Former name and address of Company, if changed from last annual report.)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
($0.001) Par Value Common Stock
Indicate by check mark whether the Company: (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 such shorter period that the Company was required to
file such reports); and (2) has been subject to such filing requirements for the
past ninety (90) days.
Yes [X] No [ ]
The issuer's revenues for the year ended February 29, 2000 were $ -0-.
As of April 28, 2000, there were 5,830,265 shares of ($0.001) par value Common
Stock (the Company's only class of voting stock) outstanding, after giving
effect to a 1 for 10 reverse split on April 22, 2000 and the issuance of
4,700,000 shares to acquire three companies described elsewhere herein. The
aggregate market value of the common shares of the Company on April 28, 2000
(based upon the mean of the closing bid and asked price) held by nonaffiliates
of the Company, was approximately $61,978.
DOCUMENTS INCORPORATED BY REFERENCE:
None
<PAGE>
FORM 10-KSB
THERAPY LASERS, INC.
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters
Item 6. Management's Discussion and Analysis or
Plan of Operations
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial
Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
PART I
ITEM 1. BUSINESS
(A) BUSINESS DEVELOPMENT
Therapy Lasers, Inc. (the "Company"), was organized with the name Medeci
Corporation under the laws of the State of Nevada on September 21, 1987 to
commercialize laser and related technologies. Since that time and until November
1996, the Company was engaged primarily in developing the laser technology while
developing a strategy to obtain approval from the Food and Drug Administration
("FDA") to market the low level therapeutic lasers in the United States.
On February 27, 1995, the former executive officers and major stockholders of
the Company resigned and disassociated themselves from the Company. During 1994,
the operations of the Company's Wellness, Inc. subsidiary had deteriorated
significantly due to the lack of working capital. As a result, the Company
determined effective February 28, 1995 (the "measurement date") that it would
discontinue the Wellness business. The sale of the net assets of Wellness to
American Medical Corporation, an unrelated company, was completed on June 21,
1995 in exchange for cash of $5,400, assumption of Wellness indebtedness by the
Company, forgiveness of Wellness debt owed to the Company and other
consideration totaling approximately $82,000. Simultaneously, certain former
officers and affiliates returned 1,752,460 shares of Company stock for
cancellation in exchange for an agreement not to initiate litigation against the
former CEO for matters arising out of this transaction, and in exchange for a
release to the spouse of the former CEO from personal liability as a guarantor
on certain Company indebtedness. In addition, stock options held by the retiring
parties were canceled.
On February 27, 1995, the Company changed its name from Medeci Corporation to
Therapy Lasers, Inc.
At the Annual Meeting of the Company's shareholders on February 29, 2000, the
shareholders elected the following directors of the Company:
Mark A. Chapman
Leon D. Hogg
Catherine Cullen
At the Board of Directors Meeting effective April 28, 2000, the following
officers were elected:
Charles Sheffield President and Chief Executive Officer
Leon D. Hogg Vice President of Public Relations
Leon D. Hogg Secretary
On March 12, 1996, the Company acquired 100% of the stock of LaserCare, Inc. in
exchange for 5,750,776 shares of its common stock. After this transaction, one
individual controls approximately 48.4% of Therapy Lasers, Inc.'s outstanding
common stock. The transaction was accounted for as a purchase, and was recorded
at the net underlying assets of LaserCare.
LaserCare developed a small handheld laser that the Company sought to market in
Mexico, Canada, Central America and South America, and eventually in Europe and
the Orient. During the current fiscal year, negotiations were undertaken with
one of Mexico's largest distributors of pharmaceuticals and medical devices to
market the devices in Mexico. As of the date of this Annual Report, no
distribution agreements have been signed. Due to these reasons, and a lack of
sufficient operating capital, the Company has been unable to devote any
substantial efforts to the laser business since late 1996. In order to pursue
this direction, the Company must raise sufficient capital to fund the
manufacture of the unit. The Company is moving in other business directions in
order to help raise the necessary funds. The Company also investigated several
sources of supply for the contract manufacture of the items.
In November, 1996, the Company commenced activities in the wholesale electrical
components business, serving as a non-stocking sales representative for an
affiliated company. In that connection, the Company sells primarily to another
affiliated company. The Company's plan is to utilize the profits earned in the
wholesale electrical components business to exploit its laser business. However,
there is no assurance the Company will be successful in generating profits in
the wholesale electrical components and hardware. Moreover, the Company
suspended its wholesale electrical components business subsequent to February
28, 1998.
<PAGE>
At year end, the Company was investigating other opportunities in related
fields.
The Company is deemed to have been in the development stage since March 1, 1995.
Prior to that time, it was in the operating stage. In its current development
stage, management anticipates incurring substantial additional losses as it
pursues its wholesale electrical components and hardware and laser business, and
as it investigates other business opportunities.
Effective April 28, 2000, Charles Sheffield acquired control of the Company
pursuant to the acquisition by the Company of all of the stock of three
corporations that are engaged in the hardware, ceiling fan and lighting
industry: Gulf Coast Fan & Light, Inc.; Buildersource, Inc.; and Builders
Lighting and Hardware, Inc. Such companies had combined revenues in excess of $5
million for the 1999 tax year and have a minimum net worth of $500,000.
Pursuant to the acquisition of Gulf Coast Fan & Light, Inc., Mr. Sheffield
received as consideration for his interests in Gulf Coast Fan & Light, Inc. a
total amount of 3,255,000 shares of Company common stock; pursuant to the
acquisition of Buildersource, Inc., Mr. Sheffield received as consideration for
his interests in Buildersource, Inc. a total amount of 166,000 shares of Company
common stock; pursuant to the acquisition of Builders Lighting and Hardware,
Inc., Mr. Sheffield received a total amount of 880,000 shares of Company common
stock. Upon consummation of these transactions, Mr. Sheffield, directly and
indirectly through his control of a corporation that also owns stock in the
Company, owned 4,739,876, which represented approximately 81% of the outstanding
common stock of the Company as of April 28, 2000, the date of such transactions.
Upon consummation of these transactions, the Board of Directors elected Mr.
Charles Sheffield as the President and CEO of the Company.
The acquisition of Gulf Coast Fan & Light, Inc. was effected by the issuance of
an aggregate of 3,500,000 shares of the Company's Common Stock and a $1,000,000
10-year promissory note, a $390,000 5-year promissory note, and a $50,000 3-year
promissory note. The owners of Gulf Coast Fan & Light, Inc. who received stock
in the Company were Charles Sheffield, James R. Sheffield, Jr., Louise Mautz,
and William Scheel. The acquisition of Buildersource, Inc. was effected by the
issuance of an aggregate of 200,000 shares of the Company's Common Stock. The
owners of Buildersource, Inc. who received stock in the Company were Charles
Sheffield, James R. Sheffield, Jr., Louise Mautz, William Scheel, Scott Meador
and Bob Meador. The acquisition of Builders Lighting and Hardware, Inc. was
effected by the issuance of an aggregate of 1,000,000 shares of the Company's
Common Stock. The owners of Builders Lighting and Hardware, Inc. received stock
in the Company were Charles Sheffield, James R. Sheffield, Jr., Louise Mautz,
William Scheel, David Bero, Carolyn Sheffield, Jeremy Sheffield, Jason
Sheffield, and Joshua Sheffield.
(B) DESCRIPTION OF THE COMPANY'S BUSINESS
LASER BUSINESS.
Since 1987, the Company had been engaged in testing and developing laser
technology and seeking approval from the FDA to market its MLT-129 He-Ne Laser,
which had been placed in selected clinics and teaching hospitals for clinical
trial. The Company has not been able to secure FDA approval for unrestricted
commercial use of the laser even though the FDA itself classifies this low level
laser type ("LLLT") as a non significant risk device.
European markets are considered more favorable than the United States ("U.S.")
in laser use and technology, inasmuch as the various European governments have
not deterred the use of the LLLT. Reports from European doctors and hospitals at
the 1995 Annual Meeting of the American Society for Laser Medicine and Surgery
were critical of studies done in the U.S. for using the low-powered (5 to 10
milliwatt) lasers. The Europeans have reported achieving much improved results
by using higher powered Gallium Arsenide ("GaAs") and Gallium Aluminum Arsenide
("GaAlAs") Lasers.
Though the MLT-129 He-Ne Laser which the Company has marketed in the past is the
oldest and best documented of all the biostimulatory lasers, it is not practical
to build one with 100 milliwatt strength because it would be too
<PAGE>
big and cumbersome to use efficiently. Also, inasmuch as the Helium-Neon gases
are of necessity encased in a long glass sealed tube, the units are easily
broken and expensive to replace.
After April of 1995, the Company's efforts were directed toward securing an
up-to-date state-of-the-art GaAs or GaAlAs Laser offering average power from 0
to 110 milliwatts and peak power up to 55 watts to achieve higher therapeutic
effects. Although a prototype of such a laser was developed by the Company, none
have been sold.
Due to the lack of adequate capital, the Company has been unable to devote any
substantial efforts toward the development of its laser business since late
1996.
WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE BUSINESS
In November, 1996, the Company began activities in the wholesale electrical
components business, serving as a non-stocking sales representative for an
affiliated company. This business is conducted under the assumed name of Bob's
Wholesale Lighting. Bob's Wholesale Lighting purchases electrical components
from BuilderSource, Inc., and resells them to Gulf Coast Fan & Light, Inc., both
of which are controlled by the Company's controlling shareholder, and both of
which were acquired by the Company subsequent to February 29, 2000. Gulf Coast
Fan & Light, Inc., includes the electrical components with other appliances and
resells them to the ultimate customer, primarily construction companies, for use
and home and commercial construction projects. As noted above, the Company
suspended its wholesale electrical components business subsequent to February
28, 1998, but effective April 28, 2000, and as indicated under "Business
Development" above, acquired three operating companies involved in the wholesale
electrical components and hardware businesses.
(C) DESCRIPTION OF TECHNOLOGY
LASER BUSINESS.
All biological reactions of laser light with live tissue depend upon the
interaction of that tissue, in some way, with the effects of the laser light.
There are many kinds of laser light (each with a different wave length) and each
has the potential to produce very different results. For example, the argon
laser (green light about 488 nanometers in length) causes clotting of small
blood vessels in the retina, and is therefore useful in treating certain eye
conditions. Carbon dioxide lasers cause immediate cutting and welding of tissue,
but are invisible to the human eye. Carbon dioxide lasers have largely replaced
scalpels for use in surgery. Both argon and carbon dioxide lasers work in the
following way: A pulsed light source flows through a medium (different for each
type of laser) and non-scattered single wave length of light is passed out of
the opposite end of the laser.
He-Ne Lasers use a laser medium of Helium-Neon gas; GaAs Lasers utilize a diode
of Gallium Arsenide and GaAlAs Lasers utilize a laser of Gallium-Aluminum
Arsenide. All three of the latter named lasers are useful in treating pain,
carpal tunnel syndrome, migraine headaches, trauma, and sports related injuries.
A comparison of the above lasers is as follows:
TYPE WAVE LENGTH MODE OUTPUT POWER MEDICAL USE
---- ----------- ---- ------------ -----------
GAS LASERS
He-Ne 632.8 mm continuous 1-20 mW Biostimulation
SEMI-CONDUCTOR LASERS
GaAs 904 mm pulsed 1-110 W Biostimulation
GaAlAs 660-860 mm continuous 1-110 W Biostimulation
All biomedical laser applications are based upon the interaction of the laser
light with biological substrate. In the simplest sense, low intensity laser
light is absorbed, reflected or re-radiated by the substance so that no change
occurs within it. On the other hand, ultraviolet invisible radiation can be
absorbed, and excite electronic states in many biological molecules, leading to
photo-biological transformation at a molecular level. Therefore, the use of
laser light enhances the speed at which molecules are excited, making is
possible to prove photochemical reactions at a pica second time scale, and
further excite higher electronic states in target molecules through multiphoton
processes. Biostimulation of metabolic tissue reactions by lasers at a lower
energy level has been demonstrated
<PAGE>
both in the laboratory utilizing LLLT in neuronal tissue culture, fibroblast and
wound healing processes IN VIVO, stimulated healing in animal models in hairless
mice, and treatment in human patients in Russia for ulcers, open wounds and skin
healing.
WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
The electrical components sold by Therapy, dba Bob's Wholesale Lighting, are
commonly available through various domestic and foreign manufacturers.
Substantially all of the electrical components marketed by Bob's are
manufactured overseas, due to lower labor costs, resulting in lower wholesale
purchase prices. There are no significant technological advantages held by one
supplier over another; sales are primarily driven by price, appearance, and
currently popular styles.
(D) FEDERAL REGULATION
LASER BUSINESS
All laser medical devices are regulated by the FDA under two laws: The Radiation
Control for Health and Safety Act of 1968, and an Amendment to the Public Health
Services Act in the Medical Device Amendments of 1976 to the Food, Drug and
Cosmetic Act. In general, the FDA regulates laser medical devices at three
different stages: (1) the manufacturing stage, (2) the distribution, repacking
and relabeling stage, and (3) the medical application stage. Only the second
stage is directly related to Therapy Laser's business because the Company is not
engaged in the manufacture of laser medical devices. The Company (in the past)
purchased the approved medical devices from an FDA approved manufacturer, then
re-labeled and repackaged the laser medical devices and sold the devices to
licensed physicians for use by them under FDA and state regulation in the
medical treatment of patients. FDA regulation controls what the Company can or
cannot do with its laser.
All lasers marketed in the U.S. must conform to the Safety Regulations 21 CFR
1040 as established by the Center for Devices and Radiological Health ("CDRH")
of the FDA. Each laser manufactured must meet the FDA Safety Standards set forth
by the CDRH. FDA acceptance must in turn be obtained by the licensed physician
or other healthcare providers in order to use the Company's laser in the medical
field. In order to be registered as a FDA regulated relabeler/repackager, the
Company must simply relabel/repackage only FDA manufacturer's approved laser
medical devices. Compliance with Federal Safety Regulations under FDA control
are a requirement. The Company found it easier to buy from am approved
manufacturer than to go through the approval sequence in order to manufacture
the medical laser device itself.
Therapy Lasers, Inc. has been registered with the FDA as a relabeler/repackager
and as a specification developer. A specification developer has the authority to
tell the FDA approved manufacturer which particular specifications as to power
output it desires in the laser medical device which is thus manufactured.
Registration by the FDA in this category is an unusual requirement. Registration
by the FDA in this category means that the Company can relabel and repackage
such laser device under its own name.
WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
Substantially of the electrical components marketed by the Company meet
Underwriters Laboratory ("UL") standards, as required by Federal regulations.
There are no other significant regulations that affect the business.
(E) MARKETING
LASER BUSINESS
In the past, the Company purchased the original MLT-129 He-Ne Laser from its
supplier and then relabeled each laser with a corporation insignia and serial
number for medical use pursuant to FDA approval, and intends to follow the same
procedure with the new THERALASE Gallium Arsenide Laser when and if it becomes
available. Therapy Lasers, Inc. will, in turn, sell the laser to the medical
provider. More than 500 doctors, clinics and hospitals have contacted the
Company in the past indicating an interest in purchasing Therapy's lasers when
and if FDA approval can be secured. The manufacturer has assured the Company
that it will be able to supply an
<PAGE>
adequate number of lasers so that the Company will experience no delays in
filling purchase orders for the laser devices.
The Company has not sold any lasers in more than two years, and, as indicated
above, the Company has been unable to devote any substantial efforts in the
laser field since late 1996.
WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
As previously indicated, all of the Company's sales of electrical components
have been made to an affiliated company, Gulf Coast Fan & Light, Inc.
Substantially all of the sales are initiated by Gulf Coast, and are not
generated by the Company or its employees. Therefore, there can be no assurance
that future sales will continue, or that they will be sufficient to enable the
Company to operate at a profit. Effective April 28, 2000, and as indicated under
"Business Development" above, the Company acquired three operating companies
involved in the wholesale electrical components and hardware businesses. These
businesses market their products through retail stores, telephone sales, and
other marketing techniques. Principal customers are consumers, home builders,
apartment and hotel/motel builders, and similar consumers.
(F) RETURNS AND WARRANTIES
LASER BUSINESS AND WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
The Company offers whatever warranty is in existence from the manufacturer, both
with respect to lasers and electrical components. It also allows credit on items
from which it receives credit from the manufacturers. No losses have been
experienced to date.
(G) EMPLOYEES
At fiscal year end, Therapy Lasers, Inc. had only two employees. Leon D. Hogg,
President, devotes such time as is necessary to the Company's affairs. Through
May, 1999, Mr. Hogg was compensated at the rate of $2,000 per month, and all of
such compensation was paid by the issuance of common stock. During the current
fiscal year, the Company issued 540,000 shares of stock to Mr. Hogg, at a
stipulated value of $0.10 per share, for services previously rendered. Robert C.
Meador, Jr., Vice President, devotes part of his time to the Company's affairs.
Mr. Meador is compensated by an affiliated company controlled by Therapy's
principal shareholder, and the affiliate contributes Mr. Meador's services to
Therapy.
(H) CUSTOMERS
LASER BUSINESS AND WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
As indicated above, the Company has curtailed substantially all activity with
respect to the laser business; therefore, there are currently no customers for
laser products. Also, as indicated above, all electrical components sales are
made to Gulf Coast Fan & Light, Inc., an affiliated company, for resale to the
ultimate consumers, primarily contractors.
(I) COMPETITION
LASER BUSINESS
To the Company's knowledge there is at present one competitor seeking approval
from the FDA for a similar therapeutic laser.
WHOLESALE ELECTRICAL COMPONENTS AND HARDWARE
There is substantial competition in the wholesale electrical components and
hardware, many of which competitors have more resources than the Company. The
industry is a highly competitive one, and success depends on developing a broad
customer base, having a broad line of goods at attractive prices, and providing
prompt delivery
<PAGE>
and service. There is no assurance the Company will be successful in competing
with its larger and better-financed competitors.
(J) OTHER PRODUCTS/SERVICES
The Company is currently exploring other income-producing ideas not necessarily
in the medical field.
ITEM 2. PROPERTIES
Currently, the Company shares office space with Builder Source, an affiliated
company, and does not incur rent.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The table below sets forth the high and low bid price of the common stock
through February 28, 1999, as reported by the National Quotation Bureau. Such
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commissions, and may not necessarily represent actual
transactions.
FISCAL YEAR ENDING FEBRUARY 28, 1999 HIGH LOW
1st Quarter $.0625 $.0625
2nd Quarter $.0625 $.0625
3rd Quarter $.0350 $.0350
4th Quarter $.0350 $.0350
FISCAL YEAR ENDING FEBRUARY 29, 2000
1st Quarter $.0350 $.0350
2nd Quarter $.0350 $.0350
3rd Quarter $.0313 $.0313
4th Quarter $.0650 $.0600
As of April 28, 2000, the Company had approximately 470 shareholders of record.
The Company has never paid any cash dividends and has no plans to pay any cash
dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY
<PAGE>
The Company had total liabilities of $28,000 at February 29, 2000, compared to
$71,000 at February 28, 1999, and a working capital deficit of $28,500 at
February 29, 2000, compared to $64,000 as of February 28, 1999. This increase in
working capital is attributable to the issuance of common stock in May, 1999 for
accrued salaries of $48,000, which did not require the payment of cash, and to a
decrease of $5,500 in working capital due to the lack of operating revenues
coupled with continuing expenses. The Company expects that cash requirements for
operations for the next fiscal year will be provided from the three wholesale
electrical components and hardware acquired effective April 28, 2000. However,
there can be no assurance that these activities will, in fact, provide the
necessary working capital for operations.
PLAN OF OPERATION
YEAR ENDED FEBRUARY 28, 2000 COMPARED WITH 1999
The Company had no sales for the year ended February 28, 2000, compared with
$28,751 in sales and $8,315 in gross profits for February 29, 1999. Expenses
(including interest) were $19,317 for 2000, compared to $69,818 for 1999. The
decrease in sales and operating expenses is attributable to the temporary
cessation of the wholesale electrical components business in May, 1998, and the
cessation of salary payments to the Company's President in May, 1999. The
Company is considered to have re-entered the development stage effective March
1, 1995 upon the sale of its last operating unit In fiscal 2000, the Company
plans to continue maintain expenses at the lowest possible level until sales
revenue is high enough to carry the operating expenses. Some of the Company's
larger shareholders purchased enough of the Company's stock in private
placements to meet operating expense obligations in the past few years. However,
the Company expects that future operations will be funded by operating the three
wholesale electrical components and hardware businesses acquired effective April
28, 2000.
YEAR ENDED FEBRUARY 28, 1999 COMPARED WITH 1998
The Company had $28,751 in sales and $8,315 in gross profits for the year ended
February 28, 1999, compared with $62,170 in sales and $16,606 in gross profits
for February 29, 1998. Expenses (including interest) were $69,818 for 1999,
compared to $30,990 for 1998. The Company is considered to have re-entered the
development stage effective March 1, 1995 upon the sale of its last operating
unit In fiscal 2000, the Company plans to continue maintain expenses at the
lowest possible level until sales revenue is high enough to carry the operating
expenses. Some of the Company's larger shareholders have agreed to purchase
enough of the Company's stock in private placements to meet operating expense
obligations. However, such agreements are not evidenced by any written
agreements; therefore, there can be no assurance the shareholders will continue
to provide such funding when called upon.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The information contained in the preceding paragraph is forward looking
and involves risks and uncertainties that could significantly impact expected
results. While it is impossible to itemize the many factors and specific events
that could affect the outlook of any company, the Company's outlook for fiscal
1998 is predominately based on its interpretation of what it considers key
economic assumptions.
ITEM 7. FINANCIAL STATEMENTS
The information required by this item is included in a separate section of this
Annual Report beginning after Part IV.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(A) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company, pursuant to its by-laws, maintains a Board of Directors of three
members and as of February 29, 2000 had the following executive officers elected
by the Board of Directors:
NAME POSITION HELD DATES OF SERVICE
---------------------- --------------------------- ---------------------
Leon D. Hogg Chairman, President, Chief February 27, 1995 to
Officer April 28, 2000
Lucien Hugh Cullen (1) Secretary-Treasurer February 27, 1995 to
date
Robert C. Meador, Jr. Vice President February 28, 1996 to
date
(1) Mr. Cullen died in January, 2000.
At the Annual Meeting of the Company's shareholders on February 29, 2000, the
shareholders elected the following directors of the Company:
Mark A. Chapman
Leon D. Hogg
Catherine Cullen
In addition, at April 28, 2000, Charles Sheffield owns 4,739,876 shares of the
Company's common stock, either directly, or through entities controlled by him,
amounting to approximately 81% of total outstanding shares, and is deemed to be
a control person. On April 28, 2000, Mr. Sheffield was elected President and
Chief Executive Officer.
All Directors of the Company hold office until the next annual meeting of
shareholders and until their successors have been elected and qualified.
Vacancies in the Board of Directors are filled by the remaining members of the
Board until the next annual meeting of shareholders. The officers of the Company
are elected by the Board of Directors at its first meeting after each annual
meeting of the Company's shareholders and serve at the discretion of the Board
of Directors or until their earlier resignation or death.
(B) BUSINESS EXPERIENCE
LEON D. HOGG, AGE 80. Mr. Hogg has been a Director and Officer of the Company
since February 27, 1995. Mr. Hogg has been involved in the commercial banking
industry in Houston for the last twenty-eight (28) years. From 1962 through 1970
he was a senior commercial lending officer with two Houston banks. In 1970 he
formed Lee Hogg & Company, Inc., Mortgage Bankers and Financial Consultants, and
has been continuously involved with that company prior to joining Therapy
Lasers, Inc. Mr. Hogg obtained a Bachelor of Science degree from North Texas
State University in 1942 and has subsequently taken a number of advanced
banking, law and accounting courses from the American Institute of Banking.
LUCIEN HUGH CULLEN, AGE 78. Mr. Cullen died in January, 2000. Mr. Cullen had
over forty (40) years of general experience in the management of business
involved in oil operations, chemicals, mining and the management of investments.
For the twelve (12) years prior to his joining the Company in February, 1995,
Mr. Cullen was the Chief Executive Officer of Twentieth Century Pipe and
Equipment Company, a specialized line pipe company that he formed in 1982. Mr.
Cullen began his education at Rice University, then transferred to the
University of Texas. After a three (3) year interruption for military service in
1942-45, Mr. Cullen completed his education at Glendale College, California and
the University of Houston. He had both a Bachelor of Arts and Master's degree in
Business Administration.
<PAGE>
ROBERT C. MEADOR, JR., 38. For the past eleven years, Mr. Meador has been
employed by Gulf Coast Fan & Light Inc., the last 3 1/2 years as Vice President.
In 1992, he became President of Ceiling Fans Direct, Inc., and in 1996 he became
General Manager of BuilderSource, Inc. Mr. Meador is also President of the
Company's subsidiary, LaserCare, Inc.
CHARLES SHEFFIELD, 46. Mr. Sheffield is President and majority shareholder of
Gulf Coast Fan & Light, Inc., BuilderSource, Inc., and Builders Lighting and
Hardware, Inc., all of which were acquired by the Company effective April 28,
2000. He is also a director and majority shareholder of U.S. Design and
Construction, Inc. Mr. Sheffield is a graduate of the University of Houston,
where he obtained a Bachelors degree in finance.
MARK A. CHAPMAN, 57. Mr. Chapman is a graduate of Kansas State University in
1965 with a major in Political Science-History, and is a graduate of the
University of Texas Law School. He is a member of the State Bar of Texas
(inactive) and is a licensed Texas Real Estate Broker, also inactive, and has
long been active in the oil and gas business, serving as President of Broughton
Petroleum, Inc.
ITEM 10. EXECUTIVE COMPENSATION
(A) SUMMARY COMPENSATION TABLE
No executive of the Company was paid more than $60,000 during the fiscal years
ended February 28, 2000 or 1999. All compensation paid during the past two
fiscal years to Company executives was paid in stock.
(B) OPTION AND LONG-TERM COMPENSATION TABLES
There has been no restricted stock awards, stock options, SAR's, LTIP payouts or
other forms of long-term compensation paid to any officer or director of the
Company during the last three years, except for certain stock options granted to
former officers which either expired without being exercised on March 24, 1998.
(C) PENSION PLANS AND OTHER BENEFIT OR ACTUARIAL PLANS
The Company has no annuity, pension or retirement plans, nor other plans whose
benefits are based on actuarial computations.
(D) EMPLOYMENT CONTRACTS AND TERMINATION AGREEMENTS
The Company has no employment contracts or termination agreements with any
officer, director or key employee.
(E) DIRECTOR COMPENSATION
The Company has no standard arrangement by which its directors are compensated.
(F) COMPENSATION COMMITTEE REPORT
The Company's Compensation Committee consists of Leon D. Hogg and Robert C.
Meador, Jr., who administer the Company's Stock Option Plan which was adopted
March 12, 1996.
(G) STOCK PERFORMANCE CHART
A graph comparing the Company's commutative total return to stockholders in
terms of stock price appreciation plus dividends during the previous five years
to a broad market index, such as the S&P 500, has not been presented due to the
Company's operating losses in recent years and the resulting lack of any
significant stock price appreciation or dividends.
(H) INTERLOCKING RELATIONSHIPS OF DIRECTORS
Robert C. Meador, Jr. is also a director of the wholly owned Laser Care, Inc.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table set forth, as of April 28, 2000, the stock ownership of each
person known by the Company to be the beneficial owner of five percent or more
of the Company's common stock. Unless otherwise indicated, each person has
beneficial voting and investment power with respect to the shares owned.
PERCENTAGE OF
NAME/ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES TOTAL
-------------------------------- ---------------- -------------
Charles Sheffield
10450 Westoffice
Houston, Texas 77042 4,739,876 (A) 81.3%
(A) Includes shares owned directly and shares owned indirectly by related
entities, as follows:
PERCENTAGE OF
NAME/ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES TOTAL
-------------------------------- ---------------- -------------
Charles Sheffield 4,725,499 81.1%
U.S. Design & Construction, Inc. 14,377 .2%
---------------- -------------
Total 4,739,876 81.3%
================ =============
The following table sets forth, as of April 28, 2000, the common stock ownership
of all officers and directors of the Company:
PERCENTAGE OF
NAME/ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES TOTAL
-------------------------------- ---------------- -------------
Lucien Hugh Cullen (1)
4529 Tonawanda
Houston, Texas 77035 46,000 .8%
Leon D. Hogg
6701 Sands Point, Suite 15
Houston, Texas 77074 100,400 1.7%
Mark Chapman
1884 Bostik
Cat Spring, TX 78933 93,030 1.6%
Charles Sheffield
10450 Westoffice
Houston, TX 77042 4,739,876 81.3%
All Officers and Directors as a Group
(4 persons) 4,979,306 85.4%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 12, 1996, Therapy Lasers, Inc. acquired 100% ownership of LaserCare,
Inc., a Delaware corporation, which has designed a hand-held 10 mW laser that is
planned to be manufactured in Mexico and distributed in Mexico, Central and
South America, and eventually in Europe and the Orient. The acquisition was in
exchange solely for the shares of the corporation in a tax free reorganization
under Section 368(a)(1)(b) of the Internal Revenue Code of 1986, as amended.
<PAGE>
Effective April 28, 2000, Charles Sheffield acquired control of the Company
pursuant to the acquisition by the Company of all of the stock of three
corporations that are engaged in the hardware, ceiling fan and lighting
industry: Gulf Coast Fan & Light, Inc.; Buildersource, Inc.; and Builders
Lighting and Hardware, Inc. Such companies had combined revenues in excess of $5
million for the 1999 tax year and have a minimum net worth of $500,000.
Pursuant to the acquisition of Gulf Coast Fan & Light, Inc., Mr. Sheffield
received as consideration for his interests in Gulf Coast Fan & Light, Inc. a
total amount of 3,255,000 shares of Company common stock; pursuant to the
acquisition of Buildersource, Inc., Mr. Sheffield received as consideration for
his interests in Buildersource, Inc. a total amount of 166,000 shares of Company
common stock; pursuant to the acquisition of Builders Lighting and Hardware,
Inc., Mr. Sheffield received a total amount of 880,000 shares of Company common
stock. Upon consummation of these transactions, Mr. Sheffield, directly and
indirectly through his control of a corporation that also owns stock in the
Company, owned 4,739,876, which represented approximately 81% of the outstanding
common stock of the Company as of April 28, 2000, the date of such transactions.
Upon consummation of these transactions, the Board of Directors elected Mr.
Charles Sheffield as the President and CEO of the Company.
The acquisition of Gulf Coast Fan & Light, Inc. was effected by the issuance of
an aggregate of 3,500,000 shares of the Company's Common Stock and a $1,000,000
10-year promissory note, a $390,000 5-year promissory note, and a $50,000 3-year
promissory note. The owners of Gulf Coast Fan & Light, Inc. who received stock
in the Company were Charles Sheffield, James R. Sheffield, Jr., Louise Mautz,
and William Scheel. The acquisition of Buildersource, Inc. was effected by the
issuance of an aggregate of 200,000 shares of the Company's Common Stock. The
owners of Buildersource, Inc. who received stock in the Company were Charles
Sheffield, James R. Sheffield, Jr., Louise Mautz, William Scheel, Scott Meador
and Bob Meador. The acquisition of Builders Lighting and Hardware, Inc. was
effected by the issuance of an aggregate of 1,000,000 shares of the Company's
Common Stock. The owners of Builders Lighting and Hardware, Inc. received stock
in the Company were Charles Sheffield, James R. Sheffield, Jr., Louise Mautz,
William Scheel, Carolyn Sheffield, Jeremy Sheffield, Jason Sheffield, and Joshua
Sheffield.
(A) COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by the Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16(a) forms they file.
Management believes that during the period from March 1, 1999 to February 29,
2000, all Section 16(a) filing requirements applicable to its current officers,
directors and greater than ten-percent beneficial owners were complied with.
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
(1)LISTING OF SUBSIDIARIES OF REGISTRANT:
NAME PERCENTAGE OWNED
---- ----------------
LaserCare, Inc. 100.00%
Houston, Texas
(acquired March 12, 1996)
(2) FINANCIAL DATA SCHEDULE - See Financial data schedule attached.
(B) REPORTS FILED ON FORM 8-K:
Notice of change in control of registrant and acquisition of assets - filed May
15, 2000.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
THERAPY LASERS, INC.
By: ___________________________________________ Date: June 13, 2000
Charles Sheffield , President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons, on behalf of the Registrant and in the capacities and on the
dates indicated.
NAME TITLE DATE
---- ----- ----
_________________________________ Chairman of the Board, June 13, 2000
Charles Sheffield President, Chief Executive
Officer, Director
_________________________________ Vice President, June 13, 2000
Leon D. Hogg Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT:
NOT APPLICABLE.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
REQUIRED BY ITEMS 8 AND ITEM 13
INDEX
A. FINANCIAL STATEMENTS
--------------------
Report of independent certified public accountants
Balance sheet - February 29, 2000
Statements of income (loss) for the periods ended
February 29/28, 2000 and 1999
Statements of stockholders' equity for the years
ended February 29/28, 2000 and 1999
Statements of cash flows for the periods ended
February 29/28, 2000 and 1999
Notes to consolidated financial statements
B. FINANCIAL STATEMENT SCHEDULES
-----------------------------
Schedules are omitted because of the absence of the conditions under which they
are required, or because the information required by such omitted schedule is
contained in the financial statements or the notes thereto.
<PAGE>
[BATEMAN & CO., INC., P.C. Certified Public Accountants Letterhead]
5 Briardale Court
Houston, Texas
(713) 552-9800
FAX (713) 552-9700
www.batemanhouston.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The Board of Directors and Stockholders
Therapy Lasers, Inc.
Houston, Texas
We have audited the accompanying balance sheet of Therapy Lasers, Inc. and
Subsidiary, (a development stage enterprise) as of February 29, 2000 and the
related statements of income (loss), stockholders' equity, and cash flows for
the periods ended February 29/28, 2000 and 1999. 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 audits 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 Therapy Lasers, Inc. and
Subsidiary (a development stage enterprise) as of February 29, 2000 and the
results of its operations and cash flows for the periods ended February 29/28,
2000 and 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and development stage activities and has a working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
BATEMAN & CO., INC., P.C..
Houston, Texas
June 12, 2000
Member
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS
Offices in Principal Cities Around The World
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash ...................................................... $ 891
-----------
Total current assets .................................... 891
-----------
Property and equipment, net of accumulated
depreciation of $1,000 .................................... --
-----------
Total assets ............................................ $ 891
===========
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses ..................... $ 22,543
Due to related parties .................................... 6,000
-----------
Total current liabilities ............................... 28,543
-----------
Total liabilities ....................................... 28,543
-----------
Commitments and contingencies ............................... --
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares
authorized, 11,302,627 shares issued and outstanding ..... 11,303
Capital in excess of par value ................................ 4,653,466
Accumulated deficit:
Prior operating accumulated deficit ....................... (4,452,105)
Accumulated during the development stage .................. (240,316)
-----------
Total stockholders' equity .............................. (27,652)
-----------
Total liabilities and stockholders' equity .............. $ 891
===========
The accompanying notes are an integral part of these statements.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A development stage enterprise)
Statements of Income (Loss) For The Periods Ended
February 29/28, 2000 and 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CUMULATIVE
MARCH 1, 1995
THROUGH YEARS ENDED FEBRUARY 29/28,
FEBRUARY 29, ----------------------------
2000 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
Sales .............................................................................. $ 101,473 $ -- $ 28,751
Cost of sales ...................................................................... 73,995 -- 20,436
------------ ------------ ------------
Gross profit ..................................................................... 27,478 -- 8,315
------------ ------------ ------------
Operating expenses:
Personnel and consulting costs ................................................... 176,196 6,000 48,000
Rent and occupancy ............................................................... 29,055 -- 6,903
Legal and professional fees ...................................................... 62,232 8,953 9,825
Depreciation and amortization .................................................... 1,000 -- 191
Other general and administrative ................................................. 34,379 3,986 4,899
------------ ------------ ------------
Total operating expenses ....................................................... 302,862 18,939 69,818
------------ ------------ ------------
Loss from operations ........................................................... (275,384) (18,939) (61,503)
Other expense
Interest ......................................................................... 17,569 378 --
------------ ------------ ------------
Loss before taxes on income .................................................... (292,953) (19,317) (61,503)
Provision for income taxes ....................................................... -- -- --
------------ ------------ ------------
Loss from continuing operations ................................................ (292,953) (19,317) (61,503)
------------ ------------ ------------
Discontinued operations, applicable to period prior to entering development
stage:
Income from discontinued operations ......................................... 39,571 -- --
------------ ------------ ------------
Total income (loss) from discontinued operations .......................... 39,571 -- --
------------ ------------ ------------
Loss before extraordinary item ................................................. (253,382) (19,317) (61,503)
Extraordinary item:
Income from forgiveness of debt .................................................. 52,637 -- 25,051
------------ ------------ ------------
Net income (loss) .............................................................. $ (200,745) $ (19,317) $ (36,452)
============ ============ ============
Basic earnings (loss) per common share:
Continuing operations ............................................................ $ (0.0017) $ (0.0058)
Discontinued operations .......................................................... -- --
Extraordinary item ............................................................... -- 0.0024
------------ ------------
$ (0.0017) $ (0.0034)
============ ============
Weighted average number of shares outstanding ...................................... 11,166,889 10,603,723
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFICIT
PRIOR ACCUMULATED
COMMON STOCK ADDITIONAL OPERATING DURING THE
-------------------------- PAID IN ACCUMULATED DEVELOPMENT
SHARES AMOUNT CAPITAL DEFICIT STAGE TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances, February 28, 1998 .............. 10,362,627 $ 10,363 $ 4,577,018 $(4,452,105) $ (184,547) $ (49,271)
Stock issued for cash .................... 400,000 400 19,600 20,000
Services contributed by affiliated
company for which no shares
were issued ............................ 1,467 1,467
Development stage net (loss) ............. (36,452) (36,452)
----------- ----------- ----------- ----------- ----------- -----------
Balances, February 28, 1999 .............. 10,762,627 10,763 4,598,085 (4,452,105) (220,999) (64,256)
Stock issued for services ................ 540,000 540 53,460 54,000
Services contributed by affiliated
company for which no shares
were issued ............................ 1,921 1,921
Development stage net (loss) .............. (19,317) (19,317)
----------- ----------- ----------- ----------- ----------- -----------
Balances, February 29, 2000 ............... 11,302,627 $ 11,303 $ 4,653,466 $(4,452,105) $ (240,316) $ (27,652)
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CUMULATIVE
MARCH 1, 1995
THROUGH YEARS ENDED FEBRUARY 29/28,
FEBRUARY 29, ----------------------------------
2000 2000 1999
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ........................................................ $ (200,745) $ (19,317) $ (36,452)
Adjustments to reconcile net income
to cash provided (used) by developmental
stage activities:
Income from forgiveness of debt ....................................... (52,637) -- (25,051)
Discontinued operations ............................................... (39,571) -- --
Depreciation and amortization ......................................... 1,000 -- 191
Stock issued for services ............................................. 129,237 54,000 --
Services contributed .................................................. 39,988 1,921 1,467
Decrease (increase) in accounts receivable ............................ -- -- 8,479
Increase (decrease) in accounts payable and
accrued expenses ................................................... 4,219 (44,421) 45,302
Increase (decrease) in due to related parties ......................... -- 2,000 (6,512)
Other increases, net .................................................. 6,000 -- --
--------------- --------------- ---------------
Net cash provided (used) by operating
activities ........................................................ (112,509) (5,817) (12,576)
--------------- --------------- ---------------
Cash flows from investing activities: ..................................... -- -- --
--------------- --------------- ---------------
Cash flows from financing activities:
Proceeds from sale of common stock ...................................... 83,675 -- 20,000
Stock issued to acquire subsidiary ...................................... 18,517 -- --
Capital contributed by affiliated company ............................... 10,291 -- --
Decrease in long term debt .............................................. (2,008) -- (2,000)
--------------- --------------- ---------------
Net cash provided (used) by financing activities .................... 110,475 -- 18,000
--------------- --------------- ---------------
Net increase (decrease) in cash and equivalents ..................... (2,034) (5,817) 5,424
Cash and equivalents, beginning of period ................................. 2,925 6,708 1,284
--------------- --------------- ---------------
Cash and equivalents, end of period ....................................... $ 891 $ 891 $ 6,708
=============== =============== ===============
Supplemental cash flow disclosures:
Cash paid for interest .................................................. $ 11,077 $ 378 $ --
Non-cash financing and investing activities:
Income from forgiveness of debt ....................................... 52,637 -- 25,051
Stock issued for services ............................................. 129,237 54,000 --
Services contributed .................................................. 39,988 1,921 1,467
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Following is a summary of the Company's organization and significant accounting
policies:
ORGANIZATION AND NATURE OF BUSINESS - Therapy Lasers, Inc. (the Company)
is a Nevada corporation engaged principally in searching for capital, in
organizing and developing a wholesale electrical components business, and
in investigating other business opportunities. From March 1, 1995 until
late 1996, the Company was attempting to establish markets in foreign
countries (primarily Mexico and Canada) for medical laser products it had
developed, and was seeking financing to obtain approval of the Food and
Drug Administration to market the medical laser products in the United
States. In late 1996, the Company substantially discontinued its efforts
in the laser field, due to a lack of adequate capital to obtain FDA
approval and to establish other markets. Also in late 1996, the Company
commenced activities in the wholesale electrical components business,
serving as a non-stocking sales representative based in Houston, Texas for
an affiliated company. In that connection, the Company sells primarily to
another affiliated company. At year end, the Company was investigating
other opportunities in related fields.
The Company is deemed to have been in the development stage since March 1,
1995. Prior to that time, it was in the operating stage and was engaged in
the sale and rental of medical supplies and equipment; these operations
have been sold and/or discontinued.
In its current development stage, management anticipates incurring
substantial additional losses as it pursues its wholesale lighting
business and as it investigates other business opportunities.
On February 27, 1995, the Company changed its name from Medeci Corporation
to Therapy Lasers, Inc.
BASIS OF PRESENTATION - The accounting and reporting policies of the
Company conform to generally accepted accounting principles, and,
effective March 1, 1995, the accounting and reporting policies conform to
generally accepted accounting principles of development stage enterprises.
PRINCIPLES OF CONSOLIDATION - The accompanying financial statements
include the accounts of its wholly owned subsidiary, LaserCare, Inc., also
a development stage enterprise. All significant intercompany transactions
have been eliminated.
USES 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 amount of revenues and
expenses during the reporting period. Actual results could differ from
those estimates. The Company's periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties and concentrations
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
in products and markets which could affect the financial statements and
future operations of the Company.
CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows,
the Company considers all cash in banks, money market funds, and
certificates of deposit with a maturity of less than one year to be cash
equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS -
The carrying amounts of cash, accounts receivable, accounts payable, notes
payable, and accrued expenses approximate fair value because of the short
maturity of these items. These fair value estimates are subjective in
nature and involve uncertainties and matters of significant judgment, and,
therefore, cannot be determined with precision. Changes in assumptions
could significantly affect these estimates. At February 29, 2000, the
Company had no derivative financial instruments.
PROPERTY AND EQUIPMENT - Property and equipment is stated at cost less
accumulated depreciation, computed principally on the straight-line method
over the estimated useful lives of the assets. Estimated useful lives
approximate five years. Depreciation is taken on the straight-line method
for tax purposes also, using lives prescribed by the Internal Revenue
Code, which are similar to book basis lives.
Maintenance and repairs of equipment and furnishings are charged to
development stage expenses and new purchases and major improvements are
capitalized. Upon retirement, sale or other disposition, the cost and
accumulated depreciation are eliminated from the accounts, and any gain or
loss is included in operating income.
FEDERAL INCOME TAXES - Deferred income taxes are reported for timing
differences between items of income or expense reported in the financial
statements and those reported for income tax purposes in accordance with
Statement of Financial Accounting Standards number 109 ACCOUNTING FOR
INCOME TAXES, which requires the use of the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and for tax loss and credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The Company provides deferred taxes for the estimated future tax effects
attributable to temporary differences and carryforwards when realization
is more likely than not.
Differences between book and tax income arise primarily from the valuation
of stock issued for services and from nondeductible services contributed
by an affiliated company.
EARNINGS PER SHARE OF COMMON STOCK - Earnings per share of common stock is
computed in accordance with FASB Statement Number 128, EARNINGS PER SHARE,
by
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
dividing net income by the weighed average number of shares of common
stock outstanding during the period, after giving retroactive effect to
stock splits, if any.
NOTE 2 - GOING CONCERN ASSUMPTION:
The Company has incurred net operating losses and negative cash flow from
operations in recent years, and has disposed of its last operating subsidiary.
As of February 29, 2000, the Company had negative net worth in excess of $27,000
and operating revenues that were insufficient to generate a profit. Although the
Company agreed to acquire three operating companies engaged in the wholesale
components business (see Note 11, below), there is no assurance that the merged
operations will produce positive operating cash flows.
These factors create substantial doubt about the Company's ability to continue
as a going concern. The ability of the Company to continue as a going concern is
dependent upon (a) obtaining sufficient additional debt or equity financing to
finance operations, capital improvements, and other necessary activities, (b)
achieving a profitable level of operations, (c) acquiring a profitable business,
or (d) a combination of these actions. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS:
During the year ended February 28, 1997, the Company commenced limited
operations as a non-stocking sales representative in the wholesale electrical
components business. All of its sales, totaling $ -0- (2000), $28,751 (1999) and
$62,170 (1998), were to Gulf Coast Fan & Light, Inc., and all of its purchases,
totaling $ -0- (2000), $20,436 (1999) and $45,564 (1998), were from
BuilderSource, Inc., both of which entities are controlled by the Company's
principal shareholder.
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
At February 29, 2000, the Company was indebted to related parties as follows:
DESCRIPTION BALANCE
Account payable to BuilderSource, Inc. for purchases of
electrical components $ --
Loan from Gulf Coast Fan & Light, Inc., non-interest
bearing, unsecured, due February 28, 2000 4,000
Loan from shareholder, 8%, unsecured, due October 5, 2000 2,000
-----------
Total $ 6,000
===========
BuilderSource and Gulf Coast Fan & Light are controlled by the Company's
principal shareholder.
During the years ended February 29, 2000 and 1999, the salary of the Company's
Vice President was paid by BuilderSource, and a portion of his salary was
allocable to services for the Company. Also, beginning in October, 1998, the
Company occupied space in the leased facilities of BuilderSource. The affiliate
did not seek reimbursement for such expenses. The estimated value of the
contributed services was $1,921 (2000) and $1,467 (1999), has been reflected in
the accompanying financial statements as a contribution to capital in excess of
par value, and is included in operating expenses.
NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable, trade, include approximately $15,000 in estimated payables
that were incurred prior to March 1, 1995, as a provision related to the
Company's discontinued operations. During the year ended February 29, 2000, no
demands were made on the Company for payment of these amounts.
During the year ended February 28, 1999, the Internal Revenue Service accepted
the Company's offer in compromise to settle a Federal tax lien recorded at
$29,115 for $4,064 and a reduction of $96,800 in the Company's net operating
loss carryforward. The balance of $3,964 after payment of $100 during the prior
year, was paid in March, 1999. As a result of this settlement, an extraordinary
gain of $25,051 from forgiveness of debt was recognized.
NOTE 5 - FEDERAL INCOME TAX:
The currently payable (refundable) provision (credit) for Federal income tax
consists of the following:
2000 1999
-------------------------
Currently payable (refundable) provision (credit),
attributable to:
Current operations $(6,000) $(11,900)
Less:
Benefit from net operating loss carryover - -
Reduction in deferred tax asset valuation 6,000 11,900
----------- ------------
Net amount payable (refundable) $ - $ -
=========== ============
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
The Company follows Statement of Financial Accounting Standards number 109 (SFAS
109), ACCOUNTING FOR INCOME TAXES. Deferred income taxes reflect the net effect
of (a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting purposes,
and (b) net operating loss carryforwards. The cumulative tax effect at the
expected rate of 35% of significant items comprising the Company's net deferred
tax amounts as of February 29, 2000 and 1999 are as follows:
2000 1999
------------ -----------
Deferred tax assets attributable to:
Net operating loss carryforward $ 577,800 $ 571,800
------------ -----------
Subtotal 577,800 571,800
Less, Valuation allowance (577,800) (571,800)
------------ -----------
Net deferred tax assets $ -- $ --
============ ===========
At February 29, 2000 the Company had net operating loss carryovers which expire
as follows:
EXPIRES: AMOUNT
----------------- -----------
December 31, 2003 $ 4,000
December 31, 2004 126,000
February 28, 2007 459,000
February 28, 2008 542,000
February 28, 2010 389,000
February 28, 2012 78,000
February 28, 2014 35,000
February 28, 2015 18,000
-----------
Total $1,651,000
===========
NOTE 6 - COMMITMENTS:
Through October, 1998, the Company occupied approximately 500 square feet of
office space under a month-to-month lease that requires monthly rentals of $764.
Thereafter, the Company occupied space leased by an affiliated company, for
which no rent was charged. Rent expense charged to operations was $ -0- (2000)
and $6,903 (1999).
NOTE 7 - REVERSION TO DEVELOPMENT STAGE ENTERPRISE - As indicated in Note 1, the
Company has been a development stage enterprise since March 1, 1995. Previously,
it had been an operating company, and is deemed to have reverted to a
development stage enterprise effective March 1, 1995. Certain items of income or
expense incurred during the year ended February 29, 1996
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
related to discontinued operations during the period when the company was an
operating entity. Accordingly, such items are not included in development stage
loss.
The deficit accumulated while the Company was an operating company has been
segregated into a separate account from the development stage deficit since
accumulated.
NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS:
The Financial Accounting Standards Board has issued several new accounting
pronouncements which may affect the Company in future years.
FASB Statement Number 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, becomes effective for fiscal years beginning after June 15, 1999,
and establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. The
Company does not believe this pronouncement will have a material effect on its
financial statements in the near future.
FASB Statement Number 134, ACCOUNTING FOR MORTGAGE-BACKED SECURITIES RETAINED
AFTER THE SECURITIZATION OF MORTGAGE LOANS HELD FOR SALE BY A MORTGAGE BANKING
Enterprise, becomes effective for fiscal years beginning after December 15,
1998. It is not expected to apply to the Company.
NOTE 9 - YEAR 2000 COMPLIANCE:
The Company utilizes "off-the-shelf" computer software in its operations
obtained from major vendors such as Peachtree and Microsoft. Currently,
management believes that most critical systems are year 2000 compliant, or will
be made compliant prior to December 31, 1999. The estimated cost of becoming
compliant is minimal, and is not expected to have a material effect on the
financial statements or the Company's ability to serve its customers.
NOTE 10 - COMMON STOCK:
Since returning to the development stage, the Company has issued shares of its
common stock as follows:
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
PRICE PER
DESCRIPTION AND DATES SHARES SHARE AMOUNT
--------------------------------------------------------------------------
SHARES ISSUED FOR CASH:
March, 1995 40,000 $0.050 $2,000
June, 1995 230,000 0.050 11,500
July, 1995 107,500 0.050 5,375
August, 1995 112,000 0.050 5,600
November, 1995 160,000 0.050 8,000
June, 1996 40,000 0.125 5,000
July, 1996 16,000 0.125 2,000
August, 1996 80,000 0.090 7,200
October, 1996 70,000 0.100 7,000
March, 1997 100,000 0.100 10,000
May, 1998 300,000 0.050 15,000
February, 1999 100,000 0.050 5,000
SHARES ISSUED TO ACQUIRE
LASER-CARE, INC. (1):
March, 1996 5,750,776 $0.0032 $18,517
SHARES ISSUED FOR SERVICES (2):
August, 1995 209,000 $0.100 $20,900
November, 1995 120,000 0.100 12,000
February, 1996 128,000 0.125 16,000
May, 1996 160,000 0.050 8,000
August, 1996 96,000 0.076 7,296
December, 1996 96,000 0.050 4,800
March, 1997 120,000 0.050 6,000
May, 1999 540,000 0.100 54,000
(1) Transaction recorded at net book value of LaserCare, Inc.
(2) Value based on management's estimate of fair value at date of
issuance.
On April 24, 2000, the Board of Directors approved a 1 for 10 reverse split of
the Company's common shares. This split has not been reflected in the above
table.
NOTE 11 - SUBSEQUENT EVENT ACQUISITION OF OPERATING COMPANIES:
On April 24, 2000, the Board of Directors approved a 1 for 10 reverse split of
the Company's common shares. Thereafter, on April 28, 2000, the company agreed
to acquire three companies controlled by the Company's principal shareholder,
effective April 28, 2000, for stock and notes. The companies to be acquired and
the consideration to be paid are as follows:
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMPANY CONSIDERATION
------- -------------
<S> <C>
(1) Gulf Coast Fan & Light, Inc. 3,500,000 shares of the Company's
common stock, plus three promissory
notes in the amount of:
$1,000,000 payable $12,133
including 8% interest, 10 years.
$ 390,000 payable $7,908 monthly,
including 8% interest, 5 years.
$ 50,000 payable $1,567 monthly,
including 8% interest, 3 years.
(2) Builders Lighting and 1,000,000 shares of the Company's common stock.
Hardware, Inc.
(3) BuilderSource, Inc. 200,000 shares of the Company's common stock.
</TABLE>
A summary, combined, condensed balance sheet of the three companies as of May
31, 2000 follows:
Assets:
Total current assets $1,962,000
Property and equipment 184,000
Other assets 29,000
----------
Total assets $2,175,000
==========
Liabilities:
Total current liabilities $1,354,000
Long term debt 160,000
Stockholders' equity 661,000
----------
Total liabilities and stockholders' equity $2,175,000
==========
A summary, combined, condensed statement of income of the three companies for
the five months ended May 31, 2000 follows:
<PAGE>
THERAPY LASERS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29/28, 2000 AND 1999
--------------------------------------------------------------------------------
Sales and revenues $2,769,000
----------
Costs and expenses:
Cost of sales 1,704,000
General and administrative expense 803,000
----------
Total costs and expenses 2,507,000
----------
Income before tax 262,000
Provision for taxes on income 85,000
----------
Net income $177,000
==========
The transaction is expected to be accounted for as a "reverse merger," in which
the carrying values on the books of the three acquired companies carries over.
Following the merger, the Company's principal shareholder will own, directly or
indirectly through corporations controlled by him, approximately 81% of the
Company's issued and outstanding shares.
