SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission File Number: 033-26344
e*machinery.net, inc.
---------------------
(Formerly known as Harvard Financial Services Corp.)
(Name of small business issuer in its charter)
Delaware 75-2254748
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1400 Medford Plaza, Rt. 70 & Hartford Road, Medford, New Jersey 08055
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (609) 953-7985
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
Revenues under interest expense for the most recent fiscal year were $(15,588).
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold as of March 3, 2000,
was $1,152,891.
The number of shares outstanding of the issuer's class of common equity, as
of March 3, 2000, was 1,200,000, an additional 12,213,133 shares were issued
on March 27, 2000 in conjunction with the recent acquisition for a total of
13,413,133 outstanding shares as of March 27, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
--------------------
e*machinery.net, inc. (hereinafter referred to as "the Registrant" or
"the Company") is engaged in the business of providing a "state of the art"
electronic exchange for the purchase and sale of new and used construction
and mining machinery. EMAC intends to also provide access to financing,
underwriting, shipping, inspection, appraisals, training and other associated
services. U.S. Machinery, Corp., a wholly owned subsidiary of EMAC, intends to
specialize in purchasing, rebuilding, refurbishing, and reselling used
Caterpillar(R), construction and mining machinery manufactured with U.S. serial
numbers to access financial opportunities with the U.S. Exim-Bank in their
globally preferred countries.
The Company became a public company on January 30, 1989 by filing and
registering with the Securities and Exchange Commission under Form S-1.
The Company was incorporated in the State of Delaware under the name
Capital Advisors Acquisition Corp. The Registrant was organized with the
view towards the search and location of a privately-held business with which
to merge.
In July 1997, Capital Advisors Acquisition Corp., a Delaware corporation,
acquired all of the outstanding common stock of Harvard Financial Services
Corp. (formerly XCEL Financial Services, Inc.). Harvard became a wholly owned
subsidiary of Capital in exchange for 10,250,000 shares of the Company's
common stock. Pursuant to said agreement, Capital Advisors Acquisition Corp.
amended its Certificate of Incorporation on December 11, 1997 to change its
name to Harvard Financial Services, Corp.
From 1996 to late 1999, Harvard through a wholly owned subsidiary,
Harvard Financial Services, Inc., attempted to engaged in the business of
purchasing installment notes from vocational schools and colleges. The
Company developed funding programs that complemented the various course
lengths that existed among training and educational institutions. Whether a
program was job related or led to a certificate or an Associates Degree, the
Company's systems and methods allowed students to achieve their goal of
higher education and job skills improvement. In addition, Harvard improved
the cash flow and increased the enrollment of the participating schools.
The Company did not make loans directly to consumers nor did it securitize
receivables for resale to investors. The Company was unable to attract any
external financing to allow for the continuation of its business. It
ceased originating loans in 1997 as a result of this lack of funding.
On January 28, 2000, a quorum and majority of Harvard Financial Services
Corp. shareholders and Board of Directors voted to acquire 100% of the stock
of e*machinery, inc. which was ratified by its shareholders at a Shareholders
Meeting on March 27, 2000. Pursuant to said agreement, Harvard Financial
Services Corp. amended its Certificate of Incorporation on February 2, 2000
to change its name to e*machinery.net, inc. Also pursuant to said agreement,
the Company agreed to reverse split its stock on a 1 for 10 basis as of
February 9, 2000, which reduced the number of outstanding shares to 1,200,000.
BUSINESS PLAN
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e*machinery.net, inc. will attempt to create a worldwide network of
manufacturers, dealers, suppliers and end users of construction and mining
machinery, goods, and services. The e*machinery.net portal can be an
important tool used to bring together a variety of important services to
complement this network. We plan to attempt to leverage our market
knowledge and experience in the construction and mining industry worldwide
to draw members to our web site. We have avoided becoming solely a
"listings" or "auction" site, which has been the approach of many
established sites in the industry. We wish to make available an industry
specific and comprehensive daily mechanism to serve the construction and
mining industry.
FORMATION GOAL
--------------
e*machinery.net was formed to be an international Internet portal
to the construction and mining machinery industry. e*machinery.net
hopes to become an international trading company by networking buyers
and sellers of construction and mining machinery throughout the world.
By providing the industry with a complete package of services,
including financing, underwriting, shipping, machinery inspections,
etc., e*machinery.net hopes to be the definitive source for the
worldwide construction and mining machinery industry.
MARKETS AND PRODUCTS
--------------------
The construction and mining machinery market is the target of
e*machinery.net. Focusing not only on end users of machinery but also
manufacturers, dealers, and suppliers to create an international
industry specific web site.
FOUNDERS
--------
The President and Vice President of e*machinery.net have over 20
years of combined experience in the construction and mining machinery
market. This is a market that generates approximately $300 billion in
sales per year, worldwide. Their experience includes working directly
with Caterpillar, Inc., independently and most recently building the
third largest dealer of used construction and mining machinery in the world.
INDUSTRY
--------
The construction and mining industry includes general, highway and
other construction as well as various surface and underground mining
applications. Manufacturers like Caterpillar, Hitachi, Euclid, Volvo,
Komatsu and others produce machinery around the world.
The history of construction and mining machinery has revolved
around the aforementioned manufacturers. Their advances in creating
more powerful and more efficient machines have propelled the industry
into production levels that dwarf those of the past. The industry has
also been aided by creative marketing plans that have introduced later
model machinery into new areas around the world, increasing demand for
construction and mining machinery.
COMPETITION
-----------
Although the Company believes that no existing Internet site is
currently offering the depth of products and services for any specific
industry that e*machinery, inc. expects to offer for the construction
and mining industry, there is potential competition both on and off
the Internet.
Potential Competitors would include:
Verticalnet
Netgateway
Yahoo
Ariba
American Online
Stores
Machinery Trader
Iron Planet
Point2
Global Sourcing Network
GUIA
Centrack
imark.com
Equipment Central
Tradeyard
EMPLOYEES
---------
As of December 31, 1999, the Company had 1 employee and 6
consultants. The Company believes that the relationship with its
employee and consultants is satisfactory.
ITEM 2. PROPERTIES
The Company leases its administrative office. The aggregate annual
rental payments under lease has been approximately $10,000. The
approximate square footage of office space located at 1400 Medford
Plaza, Medford, New Jersey is 1,000 square feet. The Company is
entering into leasing negotiations for its Dallas, Texas office.
ITEM 3. LEGAL PROCEEDINGS
In 1997, the Company's previous business segment's wholly owned
subsidiary, Harvard Financial Services, Inc., instituted claims
against the New York Department of Education in the amount of $348,000
for refunds of tuition monies advanced to licensed business schools
that went out of business. The claims called for consequential
damages, interest and costs as a result of the failure by the New York
Department of Education to pay the claims. The Tuition Reimbursement
Fund, created under the Education law, was created for such instances.
In 1998 the claims were denied and the matter had been appealed to the
Supreme Court of the State, Appellate Division. On November 10, 1999,
the Company was notified that it had been denied its appeal.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As a subsequent event, an Annual and Special Shareholders Meeting
was held on March 27, 2000, at which time three matters were submitted
to the Company's stockholders for a vote. The majority of the
stockholders voted for the appointment of Baratz & Associates, P.A. as
the Company's independent auditors, the acquisition of 100% of the
shares of e*machinery, inc., and the election of the following
Directors: Arthur A. O'Shea, III, Stuart R. Matthews, Stanton M.
Pikus, Kevin J. McAndrew, Frank A. Cappiello.
PART II
ITEM 5. MARKET FOR EQUITY AND RELATED STOCK HOLDER MATTERS
The Company commenced trading in the Over-The-Counter (O-T-C) market
on the OTC Bulletin Board. Effective December 17, 1997, the Company
stock symbol changed from "CATV" to "HRVD". As a subsequent event,
the Company effectuated a one for ten reverse stock split effective
February 9, 2000, and the Board of Directors changed the trading
symbol stock from "HRVD" to "EMAC". The high and low closing prices
(adjusted to reflect the 1 for 10 reverse stock split) of the
Company's common stock from January 1, 1998 through March 30, 2000
were as follows:
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
1998 1st Quarter 2 nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock $17.50 $3.125 $3.44 $3.125 $3.75 $3.125 $6.25 $2.19
1999 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock $2.30 $1.25 $1.30 $1.25 $5.93 $.62 $2.60 $.45
2000 1st Quarter
High Low
Common Stock $4.00 $.62
The approximate number of record holders of the Company's common
stock as of December 31, 1999 as determined from the Company's
transfer agent's list of record holders was 75. Such list does not
include beneficial owners of securities whose shares are held in the
names of various dealers and clearing agencies. The Company believes
that there are in excess of 300 beneficial holders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cautionary Statement
--------------------
When used in this Report on Form 10-KSB and in other public
statements, both oral and written, by the Company and Company
officers, the word "estimates," "project," "intend," "believe,"
"anticipate," and similar expressions, are intended to identify
forward-looking statements regarding events and financial trends that
may affect the Company's future operating results and financial
position. Such statements are subject to risks and uncertainties that
could cause the Company's actual results and financial position to
differ materially. Such factors include, among others: 1) the
Company's success in attracting new business; (2) the competition in
the industry in which the Company competes; (3) the Company's ability
to obtain financing on satisfactory terms; (4) the sensitivity of the
Company's business to general economic conditions; and (5) other
economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and
prices. The Company undertakes no obligations to publicly release the
result of any revision of these forward-looking statements to reflect
events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events.
(A) LIQUIDITY AND CAPITAL RESOURCES
In 1997, the Company's previous business segment instituted two
claims against the New York Department of Education for a refund of
$348,173 in tuition monies that the Company advanced to two licensed
business schools who went out of business on May 23, 1997. The claims
also included consequential damages, interest and costs as a result of
the failure by the New York Department of Education to satisfy the
claims. The Tuition Reimbursement Fund, created under the Education
Law, was created for such instances. In 1998, the claims were denied,
and the matter was appealed in the New York Supreme Court, Appellate
Division. As a result of the denial of the claims the Company in 1998
provided for an allowance of $348,173 against loans receivable in the
same amount. In 1999 the Company's final appeal was rejected and the
loans receivable and outstanding allowance were written off.
Subsequent to the year ended December 31, 1999, Harvard Financial
Services Corp. legally changed its name to e*machinery.Net, Inc.
(The Company). The company was formerly in the business of purchasing
installment loans from vocational schools and higher educational
institutions. During 1999, the Company ceased all operations in the
area of installment loan purchasing due to the inability to obtain new
financing. The Company was not actively involved in any business
operations during 1999, except for the collection of existing loans
receivable. Subsequent to year end, the Company entered a new
business through the acquisition of 100% of the outstanding stock of
e*machinery, inc. The management of the Company has resigned in favor
of the management of e*machinery, inc. The future business plan is
focused on the continued development of an internet based portal
specializing in business to business e-commerce in the construction
and mining industry.
With the acquisition of e*machinery, inc., the Company's liquidity
improved significantly. The total cash position as of March 27, 2000
was approximately $1,500,000 after taking into account the payment of
$200,000 of liabilities (attributable to the previous business
segment). Current assets of e*machinery, inc. totaled $1,753,000 as
of March 27, 2000, while current liabilities were approximately
$572,000.
There was no material commitment for capital expenditures as of
December 31, 1999. Inflation was not a significant factor in the
Company's financial statements.
RESULTS OF OPERATIONS
Fiscal 1999 Compared to Fiscal 1998
Revenues
--------
Net revenues decreased by $17,000 in fiscal 1999 over 1998.
This was caused by the fact that no new loans were originated during
1999 or 1998. Interest income on the loan portfolio decreased $11,000
and interest expense increased by $2,000. Loan discounts and fees
also were reduced by $4,000.
Costs and Expenses
------------------
General and administrative expenses reduced by $122,000 (65%).
This decrease was the result of reduced allocated consulting expenses
from a Company that owns stock in Harvard.
Provision for credit losses was $104,000 in fiscal 1999 versus
$411,000 in 1998. The smaller loan portfolio and the fact that the
receivable from the New York State Department of Education was fully
reserved in fiscal 1998 are the reasons for the decrease.
Impact of the Year 2000
-----------------------
All research indicates that the Company's exposure to this problem
will be minimal. The Company's computers, local area network servers,
software and phone system have all been purchased within the last
three years. The manufacturers of the Company's systems have
provided updates if needed. As a result of planning and implementation
efforts, the Company experienced no significant disruptions in mission
critical information technology and non-information technology systems and
believes those systems successfully responded to the Year 2000 date
change. The Company will continue to monitor its mission critical
computer applications and those of its suppliers and vendors
throughout the year 2000 to ensure that any latent year 2000 matters
that may arise are addressed promptly.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See annexed financial statements under Item 13.
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
The directors, executive officers and control persons of the
Company as of December 31, 1999 were as follows:
Name Age Position Held with Company
- ---- --- --------------------------
Louis Kassen 60 Director, President, Treasurer
Stanton M. Pikus 59 Director, Secretary
Kevin J. McAndrew, CPA 41 Director, Vice President
Louis Kassen, Esq. - President, Director. Obtained the degree of
Juris Doctor in 1966 from Temple University Law School in
Philadelphia, PA. and his Bachelor's degree from Temple University in
1963. Mr. Kassen is a member of the New Jersey and Pennsylvania Bars
and the New Jersey State Bar Association. Mr. Kassen and his firm,
Louis Kassen, P.A., have served as both general and independent
counsel for the Consumer Finance Divisions of several insurance
companies. While representing these insurance companies, he directed
the mortgage acquisition, documentation and closing departments. Mr.
Kassen's firm also was retained by the Liquidation Division of the
Pennsylvania Department of Insurance. As a subsequent event, on March
27, 2000, Mr. Kassen resigned as President and Director of
e*machinery.net, inc.
Stanton M. Pikus Director, Secretary. Mr. Pikus is also the
President and Chairman of the Board of Directors of Canterbury
Information Technology, Inc., a NASDAQ National Market public company
that focuses on information technology and training. Mr. Pikus was a
founder of the company. He graduated from the Wharton School of the
University of Pennsylvania (B.S. Economics and Accounting) in 1962.
From 1968 through 1981, he had been President and majority stockholder
of Brown, Bailey and Pikus, Inc., a mergers and acquisitions
consulting firm that completed more than twenty (20) transactions. In
addition, Mr. Pikus has been retained in the past by various small- to
medium-sized public companies in the capacity of an independent
financial consultant. As a subsequent event, on March 27, 2000, Mr.
Pikus resigned as Secretary of e*machinery.net, inc.
Kevin J. McAndrew Director, Treasurer, and Vice President. Mr.
McAndrew is also the Chief Operating Officer, Executive Vice President
and a Director of Canterbury Information Technology, Inc., a public
company listed on National Market NASDAQ, and has been with the
company since 1987. He is a graduate of the University of Delaware
(B.S. Accounting, 1980) and has been a Certified Public Accountant
since 1982. From 1980 through 1983, he was an Auditor with the public
accounting firm of Coopers and Lybrand in Philadelphia. From 1984
through 1986, Mr. McAndrew was employed as a Controller for a New
Jersey-based division of Allied Signal, Inc. As a subsequent event,
on March 27, 2000, Mr. McAndrew resigned as Vice President and
Treasurer of e*machinery.net, inc. and was appointed Secretary by the
Board of Directors.
As a subsequent event, on March 27, 2000 a Special and Annual
Meeting of Shareholders was held, as well as a Board of Directors
Meeting. The following individuals were elected directors, and
appointed executive officers and control persons of the Company as of
March 27, 2000:
Name Age Position Held with Company (1)
- ---- --- ------------------------------
Arthur A. O'Shea, III 39 Director, President and Chief Executive
Officer of the Company
Stuart R. Matthews 34 Director, Vice President and
Treasurer of the Company
Kevin J. McAndrew(a) 41 Secretary, Director
Stanton M. Pikus(a) 59 Director
Frank A. Cappiello* 74 Director
(1) All directors hold office until the next annual meeting of
stockholders of the Company and thereafter until their successors are
chosen and qualified. All officers hold office at the selection and
choice of the Board of Directors of the Company.
* Independent Director
(a) Biographies listed above
Arthur A. O'Shea, III, President, Chief Executive Officer and
Director,. From 1999 to Present, Mr. O'Shea was President and a
Founder of e*machinery, inc. From 1992 until late 1999, Mr. O'Shea
was employed in various capacities by Hoss Equipment Company, one of
the largest used equipment dealers in the United States. From 1998
through 1999, he was Vice President, Chief Operating Officer and
International Sales Director; in 1997, he was Vice President of Sales,
both domestic and international; and from 1992 through 1996, he was
International Sales Director. From 1990 through 1991, he was a
consultant with Industrial Metals Company and Liberty Iron & Metals.
His assignment was to dismantle and re-sell the major assets of
Lafarge Corporation cement processing plant located in Fort Worth,
Texas. From 1986 through 1990, he traveled extensively throughout
Latin America, as well as Mexico, employed by three (3) major dealers
of Caterpillar equipment. He also, during this period, was a
consultant for five (5) construction companies in Mexico with regard
to the utilization of construction machinery. From 1980 through
1985, he was employed by Darr Equipment Company, Inc., a North Texas
and Oklahoma based Caterpillar dealership. Mr. O'Shea filed a
personal bankruptcy petition in February 1999 as a precautionary
measure against an individual alleged creditor. The validity and
enforceability of such debt is presently being vigorously litigated.
Stuart R. Matthews Director, Treasurer and Vice President . From
1999 to Present, Mr. Matthews was President , Treasurer, Vice
President and a Founder of e*machinery, inc. From 1994 to early 2000,
Mr. Matthews was Marketing Director of International Sales for Hoss
Equipment Company. In 1994, he worked for Alvis Arthur Machinery
Company as Advertising and Marketing Director. From 1993 through
early 1994, he was Sales and Customer Service Director for Dalworth
Corporate Cleaning Company. From 1990 through 1993, he was employed
as General Manager of the retail division for Parkway Paging Company.
From 1987 through 1989, he was the Municipal Court Police Liaison for
the City of Grand Prairie, Texas. From 1983 through 1986, Mr.
Matthews attended the Michael F. Price College of Business at the
University of Oklahoma, and also earned a degree in Advertising from
the H.H. Herbert School of Journalism and Mass Communications, also at
the University of Oklahoma.
Frank A. Cappiello Director. Mr. Cappiello was elected Director in
February, 2000. He is the President of an investment counseling firm:
McCullough, Andrews & Cappiello, Inc., that provides management of
more than $1 billion of assets. He is Chairman of three no-load mutual
funds; Founder and Principal of Closed-End Fund Advisors, Inc.;
publisher of Cappiello's Closed-End Fund Digest; author of several
books and a regular panelist on "Wall Street Week with Louis
Rukeyser." For more than 12 years Mr. Cappiello was Chief Investment
Officer for an insurance holding company with overall responsibility
for managing assets of $800 million. Before that, he was the Research
Director of a major stock brokerage firm. Mr. Cappiello has been and
is a Director of Canterbury Information Technology, Inc. since 1995.
He is a graduate of the University of Notre Dame and Harvard
University's Graduate School of Business Administration.
ITEM 10. EXECUTIVE COMPENSATION
EMPLOYMENT CONTRACTS
As a subsequent event, in January, 2000, Arthur A. O'Shea,
President and Chief Executive Officer entered into a five year
employment agreement with e*machinery, inc. and since the acquisition
was finalized the Employment Agreement is with the Company. The
agreement provides for a base salary of $250,000 with a cash bonus
opportunity of $200,000 a year based upon the Company exceeding budget
by 10% to 50%. There are also additional stock option incentives
based on e*machinery.net, inc.'s performance. There is a stock option
bonus opportunity of 66,666 options for each year Mr. O'Shea remains
with the Company. There is a stock option incentive opportunity of
66,666 options for a 15% increase in net income and an additional
stock option incentive opportunity of 66,667 options for a 30%
increase in net income. In conjunction with this contract, Mr. O'Shea
agreed to a covenant not to compete with the Company during his
employment and for a five-year period after his employment with the
Company has terminated.
As a subsequent event, in January, 2000, Stuart R. Matthews, Vice
President and Treasurer entered into a five year employment agreement
with e*machinery, inc. and since the acquisition was finalized the
Employment Agreement is with the Company. The agreement provides for
a base salary of $150,000 with a cash bonus opportunity of $100,000 a
year based upon the Company exceeding budget by 10% to 50%. There are
also additional stock option incentives based on e*machinery.net,
inc.'s performance. There is a stock option bonus opportunity of
33,333 options for each year Mr. Matthews remains with the Company.
There is a stock option incentive opportunity of 33,333 options for a
15% increase in net income and an additional stock option incentive
opportunity of 33,334 options for a 30% increase in net income. In
conjunction with this contract, Mr. Matthews agreed to a covenant not
to compete with the Company during his employment and for a five-year
period after his employment with the Company has terminated.
CASH COMPENSATION
The Company had 1 full-time employee as of December 31, 1999.
COMPENSATION OF DIRECTORS
None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
As a subsequent event, on March 27, 2000 at the Annual Shareholders
Meeting, Louis Kassen resigned as President and Director. Stanton M.
Pikus resigned as Secretary and Kevin J. McAndrew resigned as Vice
President and Treasurer. Also on March 27, 2000 shareholders elected
Arthur A. O'Shea, III, Stuart R. Matthews and Frank A. Cappiello to
the Board of Directors. The Board of Directors then appointed Arthur
A. O'Shea, III to the position of President and Stuart R. Matthews to
the position of Vice President and Treasurer. Mr. McAndrew was also
appointed Secretary of e*machinery.net, inc.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) (B) The following table sets forth certain information with
regard to the record and beneficial ownership of the Company's Common
Stock on March 6, 2000 by (i) each shareholder owning of record or
beneficially 5% or more of the Company's Common Stock (ii) each
Director individually, and (iii) all Officers and Directors of the
Company as a group. All numbers have been adjusted to reflect the 1
for 10 reverse stock split effective February 9, 2000.
Name Shares Beneficially % Owned of
Owned on March 6, 2000(1) Company's Shares
- ------------------------------------------------------------------------
Stanton M. Pikus(2) 204,750 17.06%
Kevin J. McAndrew 45,000 3.75%
William N. Levy 181,125 15.09%
Louis Kassen 154,250 12.85%
WCM Investments 90,438 7.54%
Canterbury Information
Technology, Inc. 132,920 11.08%
-------- -----
All Officers and Directors
as a group (3 in number) 404,000 33.67%
======== =====
(1) Assuming no additional purchases, transfers or dispositions
(2) Included in the 204,750 shares beneficial owned by Stanton M.
Pikus are 3,000 shares owned by Jean Z. Pikus, wife of Stanton, and
10,000 owned by the Matthew Z. Pikus Trust, Mr. Pikus' son.
.
(A) (B) The following table sets forth certain information with
regard to the record and beneficial ownership of the Company's Common
Stock subsequent to the acquisition of e*machinery, inc. on March 27,
2000 by (i) each shareholder owning of record or beneficially 5% or
more of the Company's Common Stock (ii) each Director individually,
and (iii) all Officers and Directors of the Company as a group. All
numbers have been adjusted to reflect the 1 for 10 reverse stock split
effective February 9, 2000.
Shares Beneficially % Owned of
Name Owned on March 27, 2000 Company's Shares
- ----
Arthur A. O'Shea III 4,000,000 29.82%
Stuart R. Matthews 2,000,000 14.91%
Stanton M. Pikus(1) 2,204,750 16.44%
Kevin J. McAndrew 445,000 3.32%
Frank A. Cappiello 120,602 .90%
--------- -----
All Officers and Directors
as a group (5 in number) 8,770,352 65.39%
========= =====
(1) Included in the 204,750 shares beneficial owned by Stanton M.
Pikus are 3,000 shares owned by Jean Z. Pikus, wife of Stanton, and
10,000 owned by the Matthew Z. Pikus Trust, Mr. Pikus' son.
CHANGE IN CONTROL
As a subsequent event, on January 28, 2000 a quorum and majority of
Shareholders and the Board of Directors voted to acquired 100% of the
stock of e*machinery, inc. which was ratified by its shareholders at a
Shareholders Meeting on March 27, 2000. Pursuant to said agreement,
the company agreed to reverse split its stock on a 1 for 10 basis as
of February 9, 2000. Also pursuant to the said agreement,
e*machinery, inc. stock was exchanged on a one for one basis for
e*machinery.net, inc. common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases office space under a month to month operating
lease from Canterbury Information Technology, Inc., a company that
owns stock in e*machinery.net, inc.
The Officers and Directors have the following relationships and
related transactions with the Company.
In August 1999, Louis Kassen received 35,000 shares of restricted
common stock (which reflects the 1 for 10 reverse stock split
effective February 9, 2000) of Harvard Financial Services Corp. for
services rendered as President.
Stanton M. Pikus is the President, Chief Executive Officer and
Chairman of the Board of Director of Canterbury Information
Technology, Inc. and Kevin J. McAndrew is the Executive Vice
President, Chief Financial Officer and Director of Canterbury
Information Technology, Inc. Frank A. Cappiello is a Director of
Canterbury Information Technology, Inc. Canterbury Information
Technology, Inc. is a 11% shareholder in e*machinery.net, inc. and
CALC/Canterbury Corp., a wholly owned subsidiary of Canterbury
Information Technology, Inc., has been and will continue to work
closely with e*machinery.net, inc. to provide information technology
services, and in particular, will oversee the development of
emachinery.net's Web site.
In addition, both Mr. Pikus, Mr. McAndrew and Mr. Cappiello have
purchased significant shares of common stock in e*machinery, inc. (See
Security Ownership of Management and Principal Shareholders.)
On January 28, 2000, as part of a settlement for debt, Canterbury
Information Technology, Inc. was issued 154,194 pre-split (15,420
post-split) restricted shares of common stock of the Company as
partial payment of services. Also as part of the settlement of debt,
Canterbury would also receive $50,000 at closing as well as any and
all proceeds received by Harvard Financial Services, Inc. (a wholly
owned subsidiary of Harvard Financial Services Corp.) relating to that
company's student notes receivable except any proceeds due Harvard
from the students of Blake School of Business in New York.
As a subsequent event, the Board of Directors of e*machinery.net,
inc. issued 278,133 shares of restricted common stock of the Company
to Canterbury Information Technology, Inc. for payment of information
technology services.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following are filed as a part of this Form 10-KSB on the pages
indicated.
Consolidated Financial Statements
Page No.
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . ..F- 0
Consolidated Balance Sheets - December 31, 1999 and 1998 . . . . . . ..F- 1
Consolidated Statements of Operations - Years ended December 31, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F- 3
Consolidated Statements of Stockholders' Deficit - Years ended
December 31, 1999, 1998 and 1997. . . . . . . . . . . . . . . . . . . .F- 4
Consolidated Statements of Cash Flows - Years ended December 31, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F- 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F- 6
Exhibits
3(a) Articles of Incorporation of Capital Advisors Acquisition Corp. *
3(b) By-Laws of the Registrant *
3(c) Certificate of Amendment to Articles of Incorporation changing
the name to Harvard Financial Services Corp. *
Subsidiaries of the Registrant . . . . . . . . . . . . . . . . . . . . 13
Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . 14
*Incorporated by reference from the like-numbered exhibit to Form S-1
filed on January 30, 1989.
**Incorporated by reference from the like-numbered exhibit to Form 8-K
dated July 23, 1998.
Reports on Form 8-K filed during the last quarter of the period
covered by this report are as follows:
No reports on Form 8-K were filed during the last quarter of fiscal 1999.
Subsequently, an 8-k was filed on February 16, 2000, an 8-K/A was filed
on March 7, 2000 and an 8-K was filed on March 29, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, e*machinery.net, inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
e*machinery.net, inc.
Dated: April 14, 2000 By /s/ Louis Kassen
Louis Kassen, President,
Chief Executive Officer, and Director (1)
Dated: April 14, 2000 By /s/ Arthur A. O'Shea, III
Arthur A. O'Shea, III, President,
Chief Executive Officer and Director (2)
Dated: April 14, 2000 By /s/ Kevin J. McAndrew
Kevin J. McAndrew, Vice President, Director,
Chief Financial Officer (1)
Chief Financial Officer, Secretary, and
Director (2)
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, this report has been signed on behalf
of e*machinery.net, inc. and in the capacities and on the dates indicated.
Dated: April 14, 2000 By /s/ Arthur A. O'Shea, III
Arthur A. O'Shea, III, President,
Chief Executive Officer and Director (2)
Dated: April 14, 2000 By /s/ Stuart R. Matthews
Stuart R. Matthews, Director Vice President
and Treasurer (2)
Dated: April 14, 2000 By /s/ Stanton M. Pikus
Stanton M. Pikus, Director (2)
Dated: April 14, 2000 By /s/ Kevin J. McAndrew
Kevin J. McAndrew, Vice President,
Director, Chief Financial Officer (1)
Chief Financial Officer, Secretary,
and Director (2)
Dated: April 14, 2000 By /s/ Louis Kassen
Louis Kassen, President, Chief Executive
Officer, and Director (1)
(1) In this capacity prior to March 27, 2000
(2) In this capacity after March 27, 2000
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors and Stockholders of
e*machinery.net, Inc.
(formerly Harvard Financial Services Corp.)
1400 Medford Plaza
Medford, N.J. 08055
We have audited the accompanying consolidated balance sheets of
e*machinery.net, inc. (formerly Harvard Financial Services Corp.) and
its subsidiary Harvard Financial Services Inc. as of December 31, 1999 and
1998, and the related consolidated statements of operations, stockholders'
deficit (years ended December 31, 1999, 1998 and 1997) 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 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 audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
e*machinery.net, inc. (formerly Harvard Financial Services Corp.) and
its subsidiary as of December 31, 1999 and 1998, and the results of its
operations and its cash flow for the years then ended in conformity with
generally accepted accounting principles.
BARATZ & ASSOCIATES, P.A.
February 28, 2000
March 31, 2000 (Subsequent Event)
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Assets
------
Cash $ 4,362 $ 8,083
Receivables:
Loans, net of allowance for losses
of $148,895 for 1999 and $28,065
for 1998 11,466 151,662
Prepaid expenses 500 15,500
Deferred income taxes - 33,387
Property and equipment, net 6,959 10,104
-------- ---------
Total Assets $ 23,287 $ 218,736
------------ ======== =========
The accompanying notes are an integral part of these financial statements.
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Liabilities and Stockholders'
Deficit
- ----------------------------
Liabilities
- -----------
Accounts payable and accrued
liabilities $ 148,952 $ 101,254
Holdback to customers - 39,754
Unearned discounts 1,147 18,108
Stockholders loans payable 273,000 273,000
Due to related party 121,840 116,812
---------- --------
Total Liabilities 544,939 548,928
----------------- ---------- --------
Stockholders' Deficit
- ---------------------
Common stock, $.0001 par value,
60,000,000 shares authorized;
issued and outstanding 1,164,581
and 1,129,581 at December 31,
1999 and 1998, respectively 116 1,130
Additional paid-in capital 465,756 437,399
Accumulated deficit (987,524) (768,721)
--------- --------
Total Stockholders' Deficit (521,652) (330,192)
--------------------------- --------- --------
Total Liabilities and Stockholders'
Deficit $ 23,287 $ 218,736
---------------------------------- ========= =========
The accompanying notes are an integral part of these financial statements.
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Revenues
- --------
Interest earned on loans $ 31,044 $ 42,382
Less interest expense ( 54,000) ( 52,357)
--------- --------
( 22,956) ( 9,975)
Loan discounts 3,919 6,953
Loan fees 3,449 4,709
--------- --------
Revenues (Under) Over Interest Expense ( 15,588) 1,687
-------------------------------------- --------- --------
Expenses
- --------
Selling - 322
General and administrative 66,136 188,739
Provision for credit losses 103,692 410,787
------- -------
Total Expenses 169,828 599,848
-------------- ------- -------
Loss Before Income Taxes (Benefit) (185,416) (598,161)
- ---------------------------------
Income Taxes (Benefit) 33,387 ( 29,914)
- --------------------- ------- -------
Net Loss $(218,803) $(568,247)
- -------- ======== ========
Basic Net Loss Per Common Share $( .19) $( .38)
======== ========
Weighted Average:
Average Common Shares Outstanding
(Basic) 1,142,718 1,479,174
========= =========
The accompanying notes are an integral part of these financial statements.
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In
Shares Amount Capital Deficit Total
--------- -------- --------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance,
January 1, 1997 1,476,978 $ 1,477 $ 414,385 $(135,366) $ 280,496
Stock issued for cash 4,025 4 2,246 - 2,250
Stock cancelled ( 422) - - - -
Additional paid-in capital 4,967 - 4,967
Dividend distributions - - - (17,951) ( 17,951)
($.06 per share)
Net loss for the year - - - (47,157) ( 47,157)
--------- -------- -------- --------- --------
Balance,
December 31, 1997 1,480,581 1,481 421,598 (200,474) 222,605
Stock issued for debt
issuance costs 24,000 24 19,176 - 19,200
Stock cancelled ( 375,000) ( 375) ( 3,375) - ( 3,750)
Net loss for the year - - - (568,247) (568,247)
--------- -------- -------- --------- --------
Balance,
December 31, 1998 1,129,581 1,130 437,399 (768,721) (330,192)
Stock issued for legal
services 35,000 35 27,308 - 27,343
Reverse stock split - ( 1,049) 1,049 - -
Net loss for the year - - - (218,803) (218,803)
--------- -------- -------- --------- --------
Balance,
December 31, 1999 1,164,581 $ 116 $ 465,756 $(987,524) $(521,652)
========= ======== ======== ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Cash Flows From Operating Activities
Net loss $(218,803)$(568,247)
Adjustments To Reconcile Net Loss To Net
Cash Used In Operating Activities
- ----------------------------------------
Depreciation 3,145 3,146
Provision for credit losses 103,692 361,238
Issuance of stock for legal services 27,343 -
Issuance of stock for debt issuance costs - 19,200
Changes In Operating Assets And Liabilities
- -------------------------------------------
Decrease in receivables 36,504 163,349
Decrease (increase) in prepaid expenses 15,000 ( 15,100)
Decrease (increase) in deferred income taxes 33,387 ( 24,195)
Increase in accounts payable and
accrued liabilities 47,698 42,973
Decrease in holdback to customers ( 39,754) (108,516)
Decrease in unearned discounts ( 16,961) ( 13,164)
Increase in due to related party 5,028 100,233
--------- --------
Net Cash Used In Operating Activities ( 3,721) ( 39,083)
- ------------------------------------- --------- --------
Cash Flows Provided By Financing Activities
- -------------------------------------------
Proceeds from stockholders loans - 43,000
--------- --------
Net (Decrease) Increase In Cash ( 3,721) 3,917
- -------------------------------
Cash, Beginning 8,083 4,166
- --------------- --------- --------
Cash, Ending $ 4,362 $ 8,083
- ------------ ========= ========
The accompanying notes are an integral part of these financial statements.
E*MACHINERY.NET, INC.
(FORMERLY HARVARD FINANCIAL SERVICES CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. Summary of Significant Accounting Policies
------------------------------------------
Nature of Operations
Subsequent to the year ended December 31, 1999, Harvard Financial
Services Corp. legally changed its name to e*machinery.net, inc.
(The Company). The Company was formerly in the business of purchasing
installment loans from vocational schools and higher educational
institutions. During 1999, the Company ceased all operations in the
area of installment loan purchasing due to the inability to obtain
new financing. The Company was not actively involved in any business
operations during 1999, except for the collection of existing loans
receivable. Subsequent to year end, the Company entered a new business
through the acquisition of 100% of the outstanding stock of
e*machinery, inc. The management of the Company has resigned in favor
of the management of e*machinery, inc. The future business plan is
focused on the continued development of an internet based portal
specializing in business to business e-commerce in the construction
and mining industries.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany
accounts and transactions are eliminated in consolidation.
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 revenues
and expenses during the period. Actual results could differ from those
estimates.
Loans Receivable and Allowances for Losses
Loans receivable that management has the intent and ability to hold for
a foreseeable future, maturity or payoff are reported at their unpaid
principal balances less any chargeoffs. Management's periodic
evaluation of the adequacy of the allowance for losses is based on the
Company's past loan loss experience, known and inherent risks in the
loan portfolio, adverse situations that may affect the borrower's
ability to repay, and current economic conditions.
Disclosures About Fair Value of Financial Instruments
The following disclosures of the estimated fair value of financial
instruments is made in accordance with SFAS No. 107, Disclosures About
Fair Value of Financial Instruments.
Cash, loans receivable, accounts payable and accrued liabilities,
holdback to customers and unearned discounts approximate their
fair value at December 31, 1999 and 1998 because of their short
maturity.
Stockholders loans payable and amounts due to related party
were negotiated between the related parties. A reasonable
estimate of fair value is not practical to obtain because of
the related party nature of these items and the lack of quoted
market prices.
Property and Equipment
Property and equipment are recorded at cost less accumulated
depreciation. Depreciation is computed by the straight line method
over the estimated useful lives of the respective assets. Expenditures
for maintenance and repairs are charged against income as incurred.
When assets are sold or retired, the cost and accumulated depreciation
are removed from the accounts and any gain or loss is included in income.
Property and equipment consisted of the following at December 31:
1999 1998
---- ----
Equipment $ 14,788 $ 14,788
Furniture 941 941
-------- --------
15,729 15,729
Less accumulated depreciation 8,770 5,625
-------- --------
Net property and equipment $ 6,959 $ 10,104
======== ========
Revenue Recognition
The Company records interest income and loan discounts ratably over
the terms of purchased loans which extend approximately from twelve
to eighty-four months. Consumer loans receivable are recorded when
the contract is purchased. Unearned loan discounts are recognized
over the term of the purchased loans.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.
109, Accounting For Income Taxes, which requires an asset and
liability approach for financial accounting and reporting of income
taxes. Under this approach, deferred income taxes are recognized for
the estimated taxes ultimately payable or recoverable based on enacted
tax law. Changes in enacted tax law will be reflected in the tax
provision as they occur.
Earnings Per Share
The earnings per share computation have been made in accordance with
Statement of Financial Accounting Standards No. 128, which the Company
adopted in 1998; prior period accounts were restated. Basic earnings
(loss) per common share is computed using the weighted average number
of common shares outstanding during the period. Diluted earnings per
common share is computed using the combination of dilutive common
share equivalents and the weighted average number of common shares
outstanding during the period.
2. Other Receivables
-----------------
In 1997, the Company instituted two claims against the New York
Department of Education for a refund of $348,173 in tuition monies
that the Company advanced to two licensed business schools who went
out of business on May 23, 1997. The claims also included consequential
damages, interest and costs as a result of the failure by the New York
Department of Education to satisfy the claims. The Tuition
Reimbursement Fund, created under the Education Law, was created for
such instances. In 1998, the claims were denied, and the matter was
appealed in the New York Supreme Court, Appellate Division. As a
result of the denial of the claims the Company in 1998 provided for an
allowance of $348,173 against loans receivable in the same amount.
In 1999 the Company's final appeal was rejected and the loans
receivable and outstanding allowance were written off.
3. Holdback to Customers
---------------------
Contract terms with educational institutions entitle the Company to
holdback a percentage of loans receivable until certain requirements
are met. The holdback amount is required to be deposited in separate
cash and cash equivalent accounts on behalf of the educational
institutions. At December 31, 1999 and 1998 the Company did not have
sufficient cash to maintain or fund these separate accounts.
4. Income Tax (Benefit)
----------------------
Income tax (benefit) for the years ended December 31, were as
follows:
1999 1998
Current ---- ----
-------
Federal $ - $( 5,719)
State - -
------- --------
- ( 5,719)
Deferred
--------
Federal 25,641 (14,735)
State 7,746 ( 9,460)
------- --------
33,387 (24,195)
------- --------
Total Income Tax (Benefit) $ 33,387 $(29,914)
------------------------- ======== ========
Deferred income taxes reflect the net tax effects of (a) temporary
differences between carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes, and (b) operating loss carryforwards.
Significant items comprising the Company's deferred tax assets and
liabilities at December 31, 1999 and 1998 were as follows:
1999 1998
---- ----
Deferred Tax Assets
-------------------
Difference between book and tax basis:
Loans receivable $ 64,025 $ 150,269
Operating loss carryforwards 327,576 123,311
--------- ---------
Total Deferred Tax Assets 391,601 273,580
-------------------------
Deferred Tax Liability
----------------------
Difference between book and tax basis:
Equipment and furniture ( 915) ( 971)
--------- --------
Net Deferred Tax Assets 390,686 272,609
-----------------------
Valuation Allowance (390,686) (239,222)
------------------- --------- --------
Net Deferred Tax Balance $ - $ 33,387
------------------------ ========= =========
At December 31, 1999 and 1998 the Company recorded a valuation
allowance against its deferred tax assets to amounts which are more
likely than not to be realized. At December 31, 1999, the Company
had net operating loss carryforwards approximating $691,000 (federal)
and $730,000 (state) which expire at various dates through 2020.
5. Related Party Transactions
--------------------------
Related party transactions in 1999 and 1998 included the following:
At January 1, 1998 loans were payable to Company stockholders in the
aggregate amount of $230,000. In 1998 additional advances were made
to the Company in the amount of $43,000 resulting in a $273,000
balance due to the stockholders at December 31, 1998. There was no
activity in stockholders loans payable during 1999. The loans are
payable on demand and uncollateralized. Interest is charged at 20%
per annum on the outstanding borrowings. Interest expense of $54,000
and $52,357 was accrued for the years ended December 31, 1999 and 1998
respectively. Accrued liabilities included interest due at December
31, 1999 and 1998 of $141,457 and $86,857 respectively.
At January 1, 1999 the Company owed a related party corporate
stockholder $116,812. In 1999 the corporate stockholder charged the
Company an aggregate amount of $5,028 for consulting services, rent
and other miscellaneous costs; at December 31, 1999 a balance of
$121,840 was due to the corporate stockholder.
The Company utilizes office space under a month to month operating
lease entered into with a corporate stockholder. Rent expense was
$4,320 (each) in 1999 and 1998.
In 1998, 24,000 shares of the Company's common stock were issued in
exchange for debt issuance costs of $19,200.
In 1999, 35,000 shares of the Company's common stock were issued in
exchange for professional fees of $27,343.
6. Supplemental Cash Flow Information
----------------------------------
Cash paid for income taxes were $200 (1999) and $300 (1998). No
interest was paid in 1999 and 1998.
7. Subsequent Events
-----------------
At March 27, 2000, the Company acquired e*machinery, inc. through the
issuance of 11,935,000 shares of its common stock for 100% of the
outstanding shares of e*machinery, inc. The transaction is a capital
transaction in substance and shall be accounted for as such. This
transaction shall not be accounted for as a business combination due
to the fact that E*Machinery.Net (formerly Harvard Financial Services
Corp.) has previously ceased operations of its educational
financing business.
On March 27, 2000, stockholders approved a 1 for 10 reverse stock
split previously authorized by the Board of Directors. This stock
split has been recorded as of December 31, 1999 through the transfer
of $1,049 from the common stock account to additional paid-in capital.
All share and per share data contained in these financial statements
has been restated to reflect the stock split.
At December 31, 1999, the Company owed certain stockholders $273,000
plus interest of $141,457. In January 2000, as a prerequisite to the
acquisition of e*machinery, inc., the stockholders agreed to accept
$150,000 as payment in full of the principal and interest due at
December 31, 1999.
LIST OF SUBSIDIARIES
OF HARVARD FINANCIAL SERVICES, CORP.
Harvard Financial Services, Inc.
U.S. Machinery Corp. (1)
(1) After March 27, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000844893
<NAME> HARVARD FINANCIAL SERVICES CORP.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> DEC-31-1999
<PERIOD-TYPE> 12-MOS
<CASH> 4,362
<SECURITIES> 0
<RECEIVABLES> 11,466
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,328
<PP&E> 15,729
<DEPRECIATION> 8,770
<TOTAL-ASSETS> 23,287
<CURRENT-LIABILITIES> 544,939
<BONDS> 0
0
0
<COMMON> 116
<OTHER-SE> (521,768)
<TOTAL-LIABILITY-AND-EQUITY> 23,287
<SALES> (15,588)
<TOTAL-REVENUES> (15,588)
<CGS> 0
<TOTAL-COSTS> 66,136
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 103,692
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (185,416)
<INCOME-TAX> 33,387
<INCOME-CONTINUING> (218,803)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218,803)
<EPS-BASIC> (.19)
<EPS-DILUTED> (.19)
</TABLE>
