SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year Commission File
June 30, 1997 Number 33-22264-FW
MARKET DATA CORP.
(Exact name of registrant as specified in its charter)
TEXAS 76-0252235
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
14505 Torrey Chase Blvd., Suite 410, Houston, Texas 77014
(Address of principal executive offices)
(281) 586-8686
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
None
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
_____ _____
The aggregate market value of the 16,756,255 shares of common
stock of the Registrant held by non-affiliates on June 30, 1997,
was approximately $1,675,626
On June 18, 1997, 16,756,255 shares of common stock (the
Registrant's only class of voting stock) were outstanding.
PART I
Item 1. Business
MARKET DATA CORP. (MDC)
Text Service
In October, 1991, the Company started the development of a new
product called Text Service. This service is a digest of today's
leading investment advisors' market analysis. This digest is
broadcast daily to customers of Data Broadcasting Corporation,
Bonneville Market Information Company, Global Market Information,
Inc., and Data Transmission Network Corporation. This product of
the Text Service division is called MarketLine.
On March 24, 1993, the Company signed an agreement with Prodigy
Services Company to broadcast a product to Prodigy subscribers
called the Wall Street Edge. Broadcasting of this product
commenced in April, 1993, Wall Street by Fax, Inc. (WSBF) a New
York City based provider of fax-on demand financial information,
began advertising the Company's financial digest, under the name
Wall Street Whispers.
In 1996 the Company, retained Alliance Internet Marketing of
Nashville, Tennessee, to assist the Text Division in the design and
implementation of a web site for Wall Street Whispers. The web
site now allows the broadcasting of Wall Street Whispers directly
to Internet Subscribers. Current marketing efforts are designed to
build direct subscription to Wall Street Whispers on the Internet.
The web site is www.wallstwhispers.com.
This division continues to contribute to the overall gross profit
of the company. Management will continue to develop marketing to
grow the direct delivery of this electronic publication. In
addition the company plans to publish a paper printed version of
the newsletter and deliver it by mail. Our market research shows
that 50% of the market does not yet use the internet and we can add
profitability through use of print.
InfoPlan
On July 15, 1993, the Company entered into an option agreement to
acquire 100% of InfoPlan International, Inc. an Arizona
corporation. Additionally, the Company loaned InfoPlan $150,000
and agreed to make available $100,000 to finance their business
activities.
Management opted to not exercise the option to acquire InfoPlan
and, subsequently, the option expired on January 31, 1994.
The Company holds as collateral an assignment agreement where, in
the event of default, the Company has all rights to foreclose on
InfoPlan's trademark and property software. As of fiscal year end,
June 30, 1997, InfoPlan owed the Company $211,394 plus additional
interest and legal fees, which are currently due and payable. The
Company has delayed foreclosure and has written off this amount on
the balance sheet in anticipation that the amount will not be
recovered. In the first quarter 1998, the Company will again
review the possibility of proceeding with the foreclosure and take
over the InfoPlan property rights. If there is any remaining
value, the Company will seek to sell these rights and obtain some
recovery.
Renet Financial
Renet Financial (Renet) was closed in November 1996 as a part of
its restructuring. The Board of Market Data Corporation elected to
distribute Market Data's ownership in Renet Financial to its
shareholders of record as of November 19, 1996, on a prorata basis.
The distribution of Renet has no negative impact on the Company.
Time Lending - California
On November 5, 1996, the Company formed a new wholly owned
subsidiary now named, Time Lending, California (TLC). On November
18, 1996 MDC placed therein the foreclosed intellectual property
rights obtained from Renet.
Time Lending (TLC) is a real estate loan broker licensed under the
California Department of Real Estate. TLC is an approved broker
for World Savings, Countrywide, and many other large lenders. It
has retail loan officers, and it provides loan services to a few
remaining franchises.
In April 1997, Time Lending entered into a Joint Venture Agreement
with Signature Marketing Associates, Inc. for the purposes of
setting up and providing Direct Mail Marketing Services to Lenders.
With startup in April 1997 the JV attained profitability by year
end. The JV provides full service production, addressing, and
mailing of special letters and mailers direct to consumers with the
direct response inquiry for a real estate loan. To date these
programs have been very successful for the JV's clients.
Item 2. Properties
The Company (MDC) presently leases 1,400 square feet in Houston,
Texas consisting of offices and storage facilities. The lease
expired in December 1997 and a new lease was signed expiring
November 2000.
Time Lending (TLC) presently leases 1,400 square feet in Orange,
California. This lease was signed in December 1997 and will expire
December 1999.
Item 3. Legal Proceedings
InfoPlan International, Inc.
InfoPlan International, Inc. failed to meet the terms of the
repayment schedule previously agreed to on November 4, 1994. On
June 16, 1995 demand was made for repayment, in full of all monies
owed the Company by InfoPlan. On September 25, 1995 the Complaint
was filed in Federal Court.
Michael J. Wing, President of InfoPlan, signed an Agreed Judgement
for actual damages in the amount of $358,394.82, attorney fees in
the amount of $9,442.13, pre-judgment interest in the amount of
$6,598.39 and post-judgment interest at the rate allowed by law.
The Agreed Judgment, entered on November 27, 1995, was final as of
December 27, 1995. Mr. Wing was notified by legal counsel,
Sheinfeld, Maley & Kay, Houston, Texas, on January 10, 1996, that
MDC was prepared to abstract judgment in each county where Mr. Wing
or InfoPlan owns property, and to file a writ of execution and bill
of sale.
On February 9, 1996, Mr. Steven C. Naremore, on behalf of MDC, and
Mr. Michael J. Wing, on behalf of InfoPlan, signed a Covenant Not
To Execute. On February 12, 1996, MDC received a payment from
InfoPlan in the amount of $147,000.00. The balance of principal,
$211,394.82, attorney fees, pre-judgment interest, and post-
judgment interest will be paid in installments on May 31, 1996,
July 31, 1996, and Sept. 30, 1996. InfoPlan failed to meet the
installments and, the Agreed Judgment may be executed without
notice.
Item 4. Submission of Matters to a Vote of Security Holders
On January 7, 1997 a Shareholders Meeting was held in the Orange,
California office for the purposes of bringing before the
shareholders the following matters:
1. "RESOLVED THAT THE SHAREHOLDERS approve the actions of the board
of Directors which have accurred since the last shareholders
meeting." The item passed.
2. "RESOLVED THAT THE SHAREHOLDERS approve the appointment of
Michael B. Johnson and Company P.C. as the company's independent
certified public accountants." The item passed.
3. "RESOLVED THAT THE SHAREHOLDERS approve a reverse split of the
presently issued and outstanding shares of the company up to 20:1."
The item passed.
4. "RESOLVED THAT THE SHAREHOLDERS approve the reorganization and
merger of the company into a new Nevada corporation and change the
name of the corporation to Renet Services, Inc. or a name chosen by
the board." Subsequently, the name Time Financial Services, Inc.
was chosen. The item passed.
5. "RESOLVED THAT THE SHAREHOLDERS approve a change in the fiscal
year end from March 31 to June 30." The item passed.
6. "RESOLVED THAT THE SHAREHOLDERS elect directors to serve until
the next annual meeting of the shareholders." Michael F. Pope,
Philip C. LaPuma, and Victoria Pope were elected directors. There
being no further business, the meeting was adjourned.
Item 5. Other Information
Effective July 1, 1997, the Company's name was changed to Time
Financial Services, and the common stock was reversed 20:1 as
approved by the shareholders.
In August 1997, the Company purchased real estate with the
approximate market value of $846,000. The purchase assumed the
current financing and traded common treasury stock and convertible
preferred for the equity (i.e. the difference between the market
value and the balance owed on the financing). A summary of these
transactions is below:
<TABLE>
<S> <C> <C> <C> <C>
Property:
Laughlin, NV Market Assumed Equity at Common
Value Loans Market Issued
Post Reverse
1683 Esteban $97,000 $71,831 $25,169 8,427
1692 Esteban $97,000 $65,677 $31,323 10,487
30 Palm Garden $100,000 $83,813 $16,187 5,419
Huntington Beach, Ca
6421 Bellinger $295,000 $222,000 $73,000 24,333
Rialto, Ca Preferred
216 E Morgan $94,000 $70,000 $24,000 22 shares
216 Van Koverig $88,000 $68,000 $20,000 30 shares
1550 Etiwanda $75,000 $58,000 $17,000 25 shares
Total $846,000 $639,321 $206,679
</TABLE>
These assets show on the company's balance sheet as of September
30, 1997.
Golden West Funding. The Board of Directors reviewed the due
diligence on Golden West Funding and determined that it was not in
the best interest of the company to continue with the proposed
merger.
PART II
Item 5. Market for the Company's Common Stock and Related
Stockholder Matters.
The common stock of the Company commenced trading in the over-the-
counter market on November 19, 1988. The following table sets
forth, for the periods indicated through the fiscal year ended June
30, 1997, the range of high and low bid quotations for the
Company's common stock as reported by a market-maker in the
Companies securities. The quotations which appear below reflect
inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
<TABLE>
<S> <C> <C>
Quarter Ended High Bid Low Bid
____________________ _________ _________
June 30, 1993 $ 1.75 $ .75
September 30, 1993 $ 1.50 $ .875
December 31, 1993 $ 1.00 $ .875
March 31, 1994 $ 1.00 $ .875
June 30, 1994 $ .875 $ .75
September 30, 1994 $ 1.25 $ .625
December 31, 1994 $ .875 $ .625
March 31, 1995 $ .75 $ .375
June 30, 1995 $ .625 $ .375
September 30, 1995 $ .50 $ .375
December 31, 1995 $ .375 $ .25
March 31, 1996 $ .62 $ .25
June 30, 1996 $ .50 $ .25
September 30, 1996 $ .1875 $ .1875
December 31, 1996 $ .1875 $ .125
March 31, 1997 $ .21 $ .0875
June 30, 1997 $ .10 $ .750
</TABLE>
The Company has not paid any dividends on its common stock and the
Board of Directors of the Company presently intends to pursue a
policy of retaining earnings, if any, for use in the Company's
operations and to finance expansion of the business. The
declaration and payment of dividends in the future, of which there
can be no assurance, will be determined by the Board of Directors
in light of conditions then existing, including the Company's
earnings, financial conditions, capital requirements, and other
factors.
As of June 30, 1997, the Company had approximately 153 shareholders
of record, which does not include shareholders whose shares are
held in street or nominee names.
Item 6. Selected Financial Data
The following summarizes certain selected financial data, which
should be read in conjunction with the Company's financial
statements and related notes and with Management's Discussion and
Analysis of Financial Condition and Results of Operations included
elsewhere herein. The selected financial information set forth
below has been derived from the Company's audited financial
statements included in this report, and should be read in
conjunction with the financial statements and related notes.
Time Financial Services, Inc.
formerly Market Data Corp.
Consolidated
<TABLE>
<S> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
Revenue $515,397 $430,002 $635,015 $973,949 $1,018,815
Net Income
(Loss) (45,340) (90,330) (36,162) 343,758 (17,394)
Extraordinary
Loss (518,567)
Net After
Extraordinary
Loss (563,907) (90,330) (36,162) 343,758 (17,394)
Net Income (Loss)
per share (0.34019) 0.005 (0.007) 0.063
(0.003)
Year Ended June 30,
Balance Sheet
1997 1996 1995 1994 1993
Current Assets 8,673 $141,363 $367,881 $590,614 $ 95,973
Total Assets 18,925 540,097 644,481 858,001 260,310
Current
Liabilities 66,337 23,602 46,082 225,940 40,507
Shareholders
Equity (47,412) 516,495 598,399 632,061 219,803
Per Share Equity (.00284) 0.031 0.106 0.116 0.04
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
During the year ended June 30, 1997, the Company reorganized and took
an extraordinary write off of non-performing assets. This included the
distribution of Renet, the write off of assets obtained from Renet, and
the note and receivable balances over due from InfoPlan International,
Inc.
These extraordinary charges create a $563,907 loss carry forward that
will be used to reduce income taxes in future years. Of that total,
$335,182 represent the amount due from InfoPlan. The Company intends
to pursue recovery of these funds from InfoPlan and its owner. Should
this occur, the amount obtained will be considered extraordinary gain.
The Text Services Division income decreased ($108,327) to $321,675 or
25% for the year. The subscription base of Prodigy declined due to
Prodigy's sale and conversion to an Internet Service Provider. This
has caused its volume on Prodigy Classic to decline. The Company has
established its own web site for Wall Street Whispers. It is
http://www.wallstwhispers.com.
Time Lending, California is the mortgage start up. The revenue for
fiscal 1997 was $193,721. This was primarily in mortgage loan
commissions. The total revenue for the Company for fiscal 1997 was
$515,397. This is an increase of $85,395 or 19.8% over 1996.
Net Income
The Company lost ($45,340) in operations for 1997. This was due to
start up cost and reorganization costs incurred as previously reported
in our quarterly reports. This compares to a loss of ($90,330) for
1996. General and administrative cost decreased $120,540 for 1997.
The text division generated $3,594 in operating profit for 1997. Time
Lending, California lost ($48,934) for the year. The Board of
Directors decided to write off all receivables that were in dispute
with InfoPlan as uncollectible. This resulted in a net loss of
($563,907) for 1997.
Item 8. Financial Statements and Supplementary Data.
The response to this item is being submitted as a separate Section of
this report.
Item 9. Changes In and Disagreements with Accounts on Accounting and
Financial Disclosure.
There were no changes or disagreements with the Company's public
accountants.
Part III
Item 10. Directors and Executive Officers of Registrant
The present directors and executive officers of the Company, their
ages, positions held in the Company and duration of service are as
follows:
<TABLE>
<S> <C> <C> <C>
Name Age Position Since
__________________ ____ ________________ _____________
Michael F. Pope 48 Director March 1996
President August 1996
Philip C. LaPuma 58 Director March 1996
Secretary August 1996
Treasurer August 1996
Victoria Pope 49 Director January 1997
</TABLE>
Business Experience
The following is a brief account of the business experience during at
least the past five years of each director and executive officer,
including the principal occupation and employment during that period,
and the name and principal business of the organization in which such
occupation and employment were carried out.
Michael F. Pope, age 48, has been Director of the Company since March
1996, and President since August 1996. Mr. Pope was one of the
founders of Renet Financial Corporation in 1988. He has a Bachelor of
Arts degree in Economics from California State - Long Beach. He holds
a real estate brokers license in the State of California.
Philip C. LaPuma, age 58, has been Director of the Company since March
1996 and Secretary / Treasurer since August 1996. Mr. LaPuma holds a
Bachelors of Science degree in Industrial Engineering from Stanford
University and an MBA in General Management from the University of
Southern California. He also co-founded Renet. He is a Registered
Professional Engineer in the State of California.
Victoria Pope, age 49, has been a Director of the Company since January
1997. She has been active in the mortgage industry the past seven
years working in various loan production positions from processing
through administration at Renet Financial Corporation. She is the
spouse of Michael F. Pope and they have two adult children. Mrs. Pope
has many years of mortgage management experience.
Item 11. Executive Compensation
The following table sets forth the summary compensation for all
officers for services during the three fiscal years ended June 30,
1997.
<TABLE>
<S> <C> <C> <C> <C>
Long Term
Annual Compensation Compensation
________________ _____________
Name & Principal Position Period Salary Bonus Options (#)
_________________________ _______ _______ _______ _____________
Michael F. Pope 6/30/97 $48,000 $ 0
Director and President 6/30/96 $48,000 535,875
Philip C. LaPuma 6/30/97 $48,000 $ 0
Director and 6/30/96 $48,000 535,875
Secretary-Treasurer
Steven C. Naremore 6/30/96 $23,700 $ 0
President 6/30/95 $12,500 $ 0
3/31/95 $50,000 $ 2,500
3/31/94 $50,000 $15,000
W.E. Whalen, 3/31/95 $ 8,333 $ 0
Vice President 3/31/94 $50,000 $15,000
3/31/93 $50,000 $ 2,083
Janice S. Whalen, 6/30/96 $29,100 $ 0
Secretary/Treasurer 6/30/95 $12,480 $ 0
3/31/95 $44,000 $ 1,500 150,000
</TABLE>
Aggregated Option Exercises and Fiscal Year End Option Values
<TABLE>
<S> <C> <C> <C>
Number of Unexercised Value of Unexercised In-
Options at Fiscal Year The-Money Options at
End Exercise or Fiscal Year End
Name Exercisable (#) Base Price Exercisable
________________ ______________ ____________ _____________________
S.C. Naremore 150,000 $ .50 $ 0
Janice S. Whalen 100,000 $ .50 $ 0
Michael F. Pope 535,875 $ .43 $ 0
Philip C. LaPuma 535,875 $ .43 $ 0
</TABLE>
The Company does not have any long-term incentive plans nor pension
plans.
Duncan E. Wine, the Company's outside director, until November 1994,
did not receive any cash compensation. During the fiscal year, ended
March 31, 1994, Wine exercised an option to purchase 300,000 shares of
stock at $.005 per share. The market price of the stock at the date of
grant was $.05 per share.
The Company's Board of Directors served as the Compensation Committee
during the last fiscal year. There are not any interlocking board
arrangements among the directors.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of June 30, 1997, two officers and directors were known to own or
control beneficially more than five percent of the Company's
outstanding voting stock. The table below sets forth the total number
of shares of the Company's outstanding voting stock owned by
individuals, organizations, and officers of the Company and of all
officers and directors as a group.
<TABLE>
<S> <C> <C> <C>
Title of class Name and Address of Number of Shares Owned Percent
Beneficial Owner Beneficially and of Record of
class
- - --------------- --------------------- -------------------------- ------
Common Stock Michael L. Pope 3,180,150 19%
1182 N. Tustin Ave.
Orange, CA 92867
Common Stock Philip C. LaPuma 2,628,430 16%
1182 N. Tustin Ave.
Orange, CA 92867
5,808,580 35%
</TABLE>
Item 13. Certain Relationships and Related Transactions
There were no transactions, or series of transactions, for the fiscal
year ended June 30, 1997, nor are there any current proposed
transactions, or series of the same, to which the Company is a party,
in which the amount exceeds $60,000 and in which, to the knowledge of
the Company, any director, executive officers, nominee, five percent
shareholders or any member of the immediate family of the foregoing
person, have or will have a direct or indirect material interest.
ITEM IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form
8-K
(a) (1) and (a) (2)
The financial statements and schedules are filed as part of this
report.
(a) (3)
None
(b), (c), and (d)
A Financial Data Schedule will be filed as an Exhibit to this report
for the year ended June 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MARKET DATA CORPORATION
(Registrant)
02/17/98 Michael F. Pope
(Date) (Signature)
02/17/98 Philip C. LaPuma
(Date) (Signature)
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons,
which include the principal executive officer, principal financial
officer and a majority of the Board of Directors, on behalf of the
Registrant in capacities and on the dates indicated.
Michael F. Pope Director 02/17/98
(Signature) (Title) (Date)
Philip C. LaPuma Director 02/17/98
(Signature) (Title) (Date)
ITEM 14.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements
Consolidated
Independent Auditors' Report
Balance Sheet for year ended June 30, 1997
Statement of Operations for year ended June 30, 1997
Statement of Cash Flows for year ended June 30, 1997
Statement of Stockholders' Equity for the year ended
June 30, 1997
Notes to financial statements
(a) (1) Financial Statement Schedules
A Financial Data Schedule, Article 5 of Regulation S-X
will follow this report as an exhibit.
MARKET DATA CORPORATION
FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997 and 1996
MICHAEL B. JOHNSON & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
9175 EAST KENYON AVE. SUITE 100
DENVER, CO 80237
Michael B. Johnson C.P.A. Telephone (303) 795-0099
Member A.I.C.P.A.
Colorado Society of C.P.A.'s
INDEPENDENT AUDITORS' REPORT
Board of Directors
Market Data Corporation
Houston, Texas
We have audited the accompanying Balance Sheet of Market Data
Corporation as of June 30, 1997 and 1996, and the related Statement of
Operations, Stockholders' Equity and Cash Flows for the years 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 audits.
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 statement
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 statements presentation. We
believe that our audit provides a reasonable basis for our opinion.
As Shown in the financial statements, the company incurred a net loss
of $563,907 for 1997 and had incurred a net loss in the prior year. At
June 30, 1997, current liabilities exceed current assets by $57,664.
These factors indicate that the company has substantial doubt about its
ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the company cannot
continue in existence.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Market Data
Corporation as of June 30, 1997 and 1996, and the results of their
operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
Michael B. Johnson & Co., P.C.
Denver Colorado
January 10, 1998
MARKET DATA CORPORATION
BALANCE SHEET
JUNE 30,
<TABLE>
<S> <C> <C>
1997 1996
_____________ _____________
ASSETS:
Current Assets:
Cash and cash equivalents $ 8,623 $ 25,038
Accounts receivable 50 64,541
Inventory 0 5,058
Prepaid expenses 0 4,157
Receivable from InfoPlan 0 42,569
_____________ _____________
Total Current Assets 8,673 141,363
Property and Equipment, net of accumulated
depreciation of $91,074 and $50,688
at June 30, 1997 and 1996 respectively 10,102 9,908
Other Assets:
Investment in equity securities 150 24,000
Note receivable from InfoPlan 0 168,826
Note receivable from subsidiary 0 196,000
_____________ _____________
Total Other Assets 150 388,826
_____________ _____________
TOTAL ASSETS $ 18,925 $ 540,097
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 63,855 $ 22,553
Accrued Expenses 2,482 1,049
_____________ _____________
Total Current Liabilities $ 66,337 23,602
Stockholders' Equity:
Common stock, .001 par value;
50,000,000 shares authorized,
16,756,255 issued and outstanding
at June 30, 1997 and June 30, 1996,
respectively 16,756 16,756
Additional paid-in capital 298,642 298,642
Retained earnings (deficit) (362,810) 201,097
_____________ _____________
Total Stockholders' Equity (47,412) 516,495
_____________ _____________
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 18,925 $ 540,097
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
MARKET DATA CORPORATION
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<S> <C> <C>
1997 1996
REVENUE:
Product and software sales $ 303,785 $ 413,324
Loan fees 179,289 0
Other revenue 32,323 16,678
_____________ _____________
Total Revenue 515,397 430,002
COSTS AND EXPENSES:
Loan officer commissions 160,967 0
Operating costs 144,438 144,460
General and administrative 255,332 375,872
_____________ _____________
Total Operating Expenses 560,737 520,332
_____________ _____________
Net Income (Loss) Before
Extraordinary Loss (45,340) (90,330)
Extraordinary Loss:
Loss on Subsidiary Receivable (183,385) 0
Loss on Receivable Write-Off (211,395) 0
Loss on Investment (123,787) 0
_____________ _____________
Total Extraordinary Loss (518,567) 0
_____________ _____________
NET INCOME (LOSS) $ (563,907) $ (90,330)
============= =============
NET INCOME (LOSS) PER SHARE
BEFORE EXTRAORDINARY LOSS $ 0.00 $ (0.01)
NET (LOSS) PER SHARE EXTRAORDINARY
LOSS (0.03) 0.00
============= =============
WEIGHTED AVERAGE SHARES OUTSTANDING 16,756,255 9,311,418
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
MARKET DATA CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30,
<TABLE>
<S> <C> <C>
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (563,907) $ (90,330)
Reconciliation of net income (loss) to
net cash (used in) operating activities:
Depreciation and amortization 12,421 9,072
(Increase) Decrease in:
Accounts receivable 64,491 (5,189)
Customer database 0 3,692
Officer receivable 0 55,560
Inventory 5,058 1,549
Prepaid expenses 4,157 131
Federal income tax receivable 0 24,161
Receivable from InfoPlan 42,569 146,830
Investment 23,850 0
Note receivable from subsidiary 196,000 (196,000)
Note receivable from InfoPlan 168,826 0
Increase (Decrease) in:
Accounts payable 41,302 867
Accrued expenses 1,433 (7)
_____________ _____________
Net Cash Provided by (Used in)
Operating Activities (3,800) (49,664)
_____________ _____________
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital additions net of retirement (12,615) 0
_____________ _____________
Net Cash Used in Investing Activities (12,615) 0
_____________ _____________
Net Increase (Decrease) in Cash and
Cash Equivalents (16,415) (49,664)
Cash and Cash Equivalents -
Beginning of Period 25,038 74,702
_____________ _____________
Cash and Cash equivalents-
End of period $ 8,623 $ 25,038
============= =============
</TABLE>
There were no cash payments for interest nor income taxes during the
two-year period ended June 30, 1997 nor year ended June 30, 1996.
The accompanying notes are an integral part of the financial statements.
MARKET DATA CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional Retained Total
COMMON STOCK Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
Balance -
June 30,
1995 5,589,000 $ 5,589 $309,809 $291,427 $606,825
Issuance
of Stock 11,167,255 11,167 (11,167) 0 0
Net Loss
06/30/96 0 0 0 (90,330) (90,330)
__________ _______ ________ __________ _________
Balance -
June 30,
1996 16,756,255 16,756 298,642 201,097 516,495
Net Loss 0 0 0 (563,907) (563,907)
__________ _______ ________ __________ _________
Balance -
June 30,
1997 16,756,255 $16,756 $298,642 $(362,810) $(47,412)
========== ======= ======== ========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
MARKET DATA CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1- ORGANIZATION AND PRESENTATION:
Market Data Corporation (the Company) was incorporated in the state of
Texas on March 15, 1988.
Market Data Corporation, a Texas corporation, and Renet Financial
Corporation, a California corporation, merged on March 1, 1996. During
November 1996 the California corporation was demerged and the shares of
the Corporation were distributed to the shareholders of the company.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting principles.
Significant principles followed by the company and the methods of
applying those principles, which materially affect the determination of
the financial position and cash flows, are summarized below:
Description of Business:
Market Data Corporation markets financial information systems, software
and on-line subscription financial data. The Company develops
subscription based, daily financial text products that are marketed
throughout the financial community.
Revenue Recognition
Revenue is recognized at the time of sale. Accounts receivable are
written off when deemed uncollectible.
Cash and Cash Equivalents
The Company considers all highly-liquid debt instruments, purchased
with an original maturity of three months or less, to be cash
equivalents.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or
market, and consists of signal receiving equipment and software.
Property and Equipment
Property and equipment is stated at cost. The cost of ordinary
maintenance and repairs is charged to operations while renewals and
replacements are capitalized. Depreciation is computed on the
straight-line method over the following estimated useful lives:
<TABLE>
<S> <C>
Furniture and fixtures 5 years
Computer equipment and software 3-5 years
Demonstration equipment 5 years
Leased equipment 3 years
</TABLE>
Federal Income Tax:
Effective April 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 (FAA 109), "Accounting For Income Taxes."
FAS 109 requires the recognition of deferred tax liabilities and assets
for the anticipated future tax effects of temporary differences that
arise as a result of differences in the carrying amounts and tax bases
of assets and liabilities. There was no material effect on the
financial statements as a result of adopting FAS 109.
Use of Estimates:
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 3- PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
<TABLE>
<S> <C> <C>
June 30, 1997 June 30, 1996
Furniture and fixtures $ 39,996 $ 19,706
Computer equipment and software 56,253 35,945
Demonstration equipment 3,295 3,295
Leased equipment 1,650 1,650
_____________ _____________
101,176 60,596
Less: Accumulated depreciation 91,074 50,688
____________ _____________
$ 10,102 $ 9,908
============ =============
</TABLE>
NOTE 4- OPERATING LEASES:
The Company leases office space under an operating lease agreement
which expires November 30, 1997.
Future minimum lease payments as of June 30, 1997 are as follows:
1998 $13,964
=======
NOTE 5- RECEIVABLE WRITE-OFF INFOPLAN:
The Company has a note receivable of $168,826 at June 30, 1996 from
InfoPlan International Inc. The note bears interest at 9% and was due
February 28, 1997. Additionally, the Company has advances to InfoPlan
of $42,569 at June 30, 1996. The note and the advances are secured by
a Property Collateral Assignment.
InfoPlan failed to meet the terms of the repayment schedule of the note
receivable. The balance of the principal plus other fees was to be
paid in installments on May 31, 1996, July 31, 1996, and September 30,
1996. InfoPlan did not pay these installments and the Company has
deemed these receivables as uncollectible.
NOTE 6- LOSS ON INVESTMENTS:
As of March 31, 1993, the Company has an investment in 150 shares of
common stock of Data Sport, Inc. stated at a cost of $36,000. During
1994, DBC acquired all of the shares of Data Sport, Inc., and in
exchange for its 150 shares, the company received a warrant to purchase
9,167 shares of DBC common stock at $4.61 per share through December
31, 1998. The Company recognized a $12,000 loss on the exchange,
stating the investment in the DBC warrant, which is classified as
available-for-sale, at an estimated market value of $24,000 at
March 31, 1994. There was no change in estimated market value during
1996. The stock value has dropped and the Company has valued the stock
at a nominal price of $150. The Company wrote off worthless inventory
of $5,058 and other assets valued at $94,879.
NOTE 7- LOSS ON SUBSIDIARY RECEIVABLE:
The Company advanced its subsidiary $196,000. The Company received
property and equipment valued at $12,615, leaving a net loss of
$183,385.
NOTE 8- GOING CONCERN:
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained a substantial operation loss this year. As shown in the
financial statements, the Company incurred a net loss of $563,907 for
1997 and had incurred a net loss in the prior year. At June 30, 1997,
current liabilities exceed current assets by $57,664. These factors
indicate that the Company has substantial doubt about its ability to
continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, and the success
of its future operation. Management believes that actions presently
being taken to revise the Company's operating and financial
requirements proved the opportunity for the Company to continue as a
going concern.
NOTE 9- SUBSEQUENT EVENTS:
The Company, at a shareholders' meeting last January 7, 1997, completed
its name change to Time Financial Service, Inc. effective July 1,
1997. Market Data Corporation also changed its state of domicile from
Texas to Nevada by merging with Time Financial Service, Inc., a Nevada
corporation. In the articles of merger, the Board of Directors of each
company deem it advisable and generally to the welfare of each company
that the Texas Company merge with and into the Nevada Company under and
pursuant to the provisions of Section 5.07 of the Texas Business
Corporation Act and Section 78.475 of the Nevada Revised Statues and in
accordance with Section 368(a)(1)(f) of the Internal Revenue Code of
1986 as amended in order to change the domicile of the Texas Company to
the State of Nevada.
The Nevada Company is a corporation duly organized under the laws of
the State of Nevada having been incorporated January 29, 1997, has
authorized capital stock consisting of 5,100,000 shares of which,
5,000,000 are voting shares of common stock $.001 par per each, of
which 100 shares are issued and outstanding and are held by the Texas
Company. 100,000 are non-voting shares of preferred stock with no par
value, of which NO shares are issued or outstanding. This change also
includes a reverse split of the stock. For every twenty shares of
Market Data Corporation stock the shareholder will receive one share of
Time Financial Services stock.
As of February 5, 1998 the state of Texas has not allowed the Company
to make the above changes until all necessary documentation has been
filed with the state of Texas. Management believes all necessary
filing will be done in the very near future.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 8623
<SECURITIES> 0
<RECEIVABLES> 50
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8673
<PP&E> 10102
<DEPRECIATION> 0
<TOTAL-ASSETS> 18925
<CURRENT-LIABILITIES> 66337
<BONDS> 0
0
0
<COMMON> 16756
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 18925
<SALES> 515397
<TOTAL-REVENUES> 515397
<CGS> 0
<TOTAL-COSTS> 560737
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (563907)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (518567)
<CHANGES> 0
<NET-INCOME> (563907)
<EPS-PRIMARY> (0.000)
<EPS-DILUTED> (0.030)
</TABLE>
