<PAGE>2
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: 12/31/97 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission file number: 33-26899-D
BEST OF AMERICA CORPORATION
(Exact name of registrant as specified in charter)
Colorado 84-1082394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27690 Main Street, Lacombe, LA 70445
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (504) 646-0261
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for at least the past 90 days. Yes __x__ No ____
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference to Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X].
The Corporation's revenues for its most recent fiscal year were $93,258.
As of December 31, 1997, the market value of the registrant's voting no par
value common stock held by non-affiliates of the Registrant was $165,268.
The number of shares outstanding of registrant's only class of common stock,
as of March 31, 1998 was 9,729,000 shares of its no par value common stock.
No documents are incorporated into the text by reference.
Transitional Small Business Disclosure Format (check one):
Yes No x
<PAGE>3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business. Best of America Corporation,
formerly Unlimited Frontiers Organization, Inc. (the "Company") was
incorporated under the laws of Colorado on April 1, 1988. Previously, the
Company's sole operating purpose was the acquisition of interests and
business opportunities of others by the use of some of the proceeds from its
prior public offering, an exchange of shares with entities which desire to
employ the Company's status as a public corporation or a combination of these
means.
During December, 1993, the Company completed a reorganization with Best of
America Car Wash Systems, Inc., a Louisiana corporation ("Best Car Wash").
The Company issued 6,484,650 of its restricted common shares for all of the
issued and outstanding common shares of Best Car Wash. This reorganization
has been accounted for as though it were a recapitalization of Best Car Wash
and sale by Best Car Wash of 1,144,350 (15%) shares of common stock in
exchange for the net assets of the Company. On December 10, 1993, pursuant
to a special meeting in lieu of the annual meeting of the stockholders of the
Company, the stockholders approved a reverse split of the outstanding common
shares of the Company on a 50:1 basis (57,217,500 shares to 1,144,350
shares); the increase in the authorization of common stock from 500,000,000
shares to 1,000,000,000 no par value common shares. In addition, the
shareholders authorized a new class of 50,000,000 shares of non-voting, non-
cumulative and non-participating convertible Preferred Stock; convertible, at
the Company's option, into two common shares of the Company, par value
$10.00; ratified the reverse acquisition of Best Car Wash as a wholly owned
subsidiary and approved the corporate name change from Unlimited Frontiers
Organization, Inc." to "Best of America Corporation."
The Company emerged from the development stage in 1996 and is in the business
of constructing, selling and managing self service and full service car wash
facilities and other types of properties.
Lease and Operation of Car Wash. During January, 1993, the Company sold a
car wash to an entity controlled by the Company's major shareholder. The
purchase price was paid with a note in the amount of $83,699 with interest at
8% per annum due in monthly installments of $1,103 until fully paid which was
used to retire the Company's debt to a construction company, and a $16,000
note to the Company with interest at 8% per annum.
The Company has entered into a month to month agreement to operate the car
wash. The Company pays a monthly rental of $1,100 for which it receives all
revenues from the car wash and is responsible for its operating expenses.
(b) Financial Information About Industry Segments. During its
last three fiscal years, the Company's operations were focused on obtaining
business opportunities through investments in or combinations with operating
entities. The Company acts as a holding company under which its wholly
owned subsidiary, Best Car Wash will operate.
(c) Narrative Description of Business.
The Company sells car wash systems, soaps and chemicals and replacement parts
as well as manage the leased car wash. As a result, the Company had limited
need for raw materials, trademarks or similar rights, customers, contracts
with governmental entities, research and development activities, or
involvement with governmental regulations other than those governing
securities, corporate and tax matters. The following discussion is on the
operations of the Company's wholly owned subsidiary and its own subsidiary.
(i) Principal Products Produced and Services Rendered.
Best Car Wash was formed on July 31, 1989 for the purpose of buying, selling,
manufacturing and distributing car wash equipment and chemicals. Best Car
Wash has its own "No Touch" system for full-service car washes that it
distributes under its own name through exclusive private label arrangements
with other leading car wash equipment manufacturers. Best Car Wash assembles
its self-service power pack which includes all plumbing and electrical
hookups and is tested prior to shipment. Best Car Wash mixes its own
"Supersoap" and other soaps and waxes from raw chemicals with its own
proprietary formulas.
On February 9, 1990, Best Car Wash purchased 100% of the outstanding stock in
McBest, Inc. McBest, Inc. was organized to acquire the assets of Best
Equipment Company and has since been absorbed by Best Car Wash. Best
Equipment Company, organized in 1962 in Benton, Kentucky, had been a
manufacturer and distributor of car wash equipment and chemicals.
(ii) Status of New Products or Industry Segments. There have been
no new products.
(iii) Sources and Availability of Raw Materials. Best Car Wash
obtains its raw materials from different suppliers depending on price and
availability. Best Car Wash does not believe the loss of any one supplier
would have a negative effect on its operations.
<PAGE>4
(iv) Patents, Trademarks, Licenses, Franchises and Concessions.
The Company currently has no patents for any of its products. Best Car Wash
has filed and received certificates of its "Trade Mark" and "Service Mark",
and is in the process of filing a "United States Patent" on the formula used
in mixing the chemicals for its soap and wax. Best Car Wash has filed for,
and received certificates of the "Trade mark" and "Service Mark" on
"Supersoap".
(v) Seasonal Nature of Business. Best Car Wash's business is not
seasonal in nature.
(vi) Working Capital Items. Best Car Wash does not maintain large
amounts of inventory but maintains replacement parts and chemical
inventories. The size of this replacement inventory is directly related to
the volume of Best Car Wash's maintenance services. Because new customers
are required to pay C.O.D., Best Car Wash does not maintain large accounts
receivable balances. If Best Car Wash was to receive larger orders as a
result of expansion, larger inventories would need to be maintained. Best
Car Wash does grant credit terms on maintenance contracts and supply sales,
but does not anticipate any significant cash flow problems resulting
therefrom.
(vii) Major Customers. During the fiscal years ended December 31,
1996 and 1997 respectively, Best Car Wash was not dependent upon a single
customer, or a few customers, the loss of any one or more of which would have
a material adverse effect on its business.
(viii) Backlog. At December 31, 1996 and 1997, Best Car Wash had
no backlog of unfilled orders for its systems.
(ix) Renegotiation or Termination of Government Contracts. No
material portion of Best Car Wash's business is subject to renegotiation of
profits or termination of contracts or subcontracts at the election of the
Government.
(x) Competitive Conditions. The market for car wash systems is
highly competitive. Many companies having an established reputation in the
car wash industry have far greater financing, technology, operating resources
and personnel than Best Car Wash. At the present time, Best Car Wash's
competitive position in terms of market share in the overall market is
insignificant.
(xi) Research and Development. Best Car Wash operates in an
industry which is not subject to rapid changes in technology, and therefore
Best Car Wash's ability to compete and operate successfully does not depend
upon its ability to react to such changes especially.
(xii) Environmental Protection. The Company's business, capital
expenditures, earnings and competitive position are not materially affected
by compliance with Federal, State or local provisions which have been enacted
or adopted regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, and the Company does
not anticipate any material capital expenditures for environmental control
facilities in the future.
(xiii) Employees. As of December 31, 1997, the Company and Best
Car Wash employed one person full time and no persons in a part time
capacity.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales. During the fiscal years ended December 31, 1996 and 1997
respectively, the Company did not engage in any significant activity with
respect to foreign operations and export sales.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns no real property and leases all of its facilities. The
Company's principal offices are located at 27690 Main Street, Lacombe,
Louisiana 70458 which consists of a 2,075 square foot office building on a
lot that is 91' x 169.40' x 169.9' Commencing February 1, 1997, the Company
is leasing this facility from a related corporation for $1200 per month on a
month to month basis. The lease agreement expires on February 1, 2000 and
requires minimum monthly lease payments of $1,200, $1,400 and $1,600 during
the three year term of the lease. On March 10, 1997, the Company entered
into an option to purchase this property for $160,000. The Company paid
$2,500 for this option. Additionally, the Company entered into an option to
purchase the adjacent land to this property for $110,000. The Company paid
$1,500 for said option. Additionally, 800 square feet of storage for its
parts and chemicals is leased on a month-to-month basis at a monthly lease
fee of $220.00. The address of the storage facility is 1336 Gause
Boulevard, Slidell, Louisiana 70458. The Company believes that its existing
facility is adequate to meet its needs for the foreseeable future.
During 1997, the Company acquired 85.08 acres of land in St. Mary Parish,
Louisiana. The land was acquired in exchange for 216,200 shares of $10 par
value preferred stock and a note payable for $39,683. The value of the land
($469,151) was determined by discounting the estimated annual net cash flow
of $40,000 to be received by the Company from the land's sugar crop
production, using a 7% interest rate over a period of 25 years.
<PAGE>5
ITEM 3. LEGAL PROCEEDINGS
During 1993, the Company's majority shareholder entered into a consulting
agreement with an entity which was to provide investment and financial
advisory services. This entity and an attorney providing related services
invoiced the Company for services which they claim were provided to the
Company. The Company has denied that it received any benefit from the
alleged services or that the services were authorized by the Company. The
consultant has filed suit against the Company's majority shareholder in the
amount of $111,000 and the attorney has not informed the Company regarding
its intentions related to the $44,000 which they claim is due. The Company
has denied that the claims are valid and will vigorously defend its position.
The Company has accrued $20,000 at December 31, 1994 as estimated costs to
defend its position. During 1995, the Company reversed the $20,000 accrual
as it determined that the entity which filed suit against the Company's
majority shareholder would not file an action against the Company. The
matter with the consultant was resolved in an arbitration hearing in 1996 in
which the arbitrator ruled that the Company's majority shareholder owed the
consultant $44,000 but that the Company itself was not liable. The attorney
still has not informed the Company regarding its intentions on his claim.
The Company knows of no other material pending or threatened legal
proceedings to which the Company and its subsidiary is a party or of which
any of its properties is subject, and no such proceedings are known to the
Company to be contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended December 31, 1997, no
matters were submitted to a vote of the Company's security holders, through
the solicitation of proxies.
<PAGE>6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information. The Company's common stock is traded on the OTC Bulletin
Board under the symbol "BOAC".
The following table sets forth the range of high and low bid quotations for
the Company's common stock for each quarter of the last two fiscal years, as
reported by the OTC Bulletin Board. The Company's market makers are
M.H. Myerson, Sharp Capital, Inc. and Wien Securities Corp. The quotations
represent inter-dealer prices without retail markup, markdown or commission,
and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Quarter Ended High Bid Low Bid
<S> <C> <C>
9/30/96 1.12 .50
12/31/96 .90 .25
3/31/97 .125 .125
6/30/97 .185 .06
9/30/97 .30 .125
12/31/97 .90 .21
3/31/98 .85 .185
6/30/98 .185 .06
</TABLE>
The Company's common stock commenced trading on the over-the-counter market
in September, 1996. Prior to that time, there was no market for the
securities of the Company.
Holders. The approximate number of holders of record of the Company's no
par value common stock, as of December 31, 1997, was 105.
Currently, as of March 31, 1998, there are 105 holders of record.
Dividends. Holders of the Company's common stock are entitled to receive
such dividends as may be declared by its Board of Directors. Other than the
distribution of rights under a prior loan Agreement, since inception no
dividends on the Company's common stock have ever been paid, and the Company
does not anticipate that dividends will be paid on its common stock in the
foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Trends and Uncertainties. The Corporation is structured so that it can
adjust to the trends and uncertainties in automobile service industry. The
Corporation has tried to eliminate the major variables of interest rates and
operating expense. However, as the Corporation has little or no control as
the demand for its products and/or services, inflation and changing prices
could have a material effect on the future profitability of the Corporation.
Capital and Sources of Liquidity. The Company currently has no material
commitments for capital expenditures. The Company moved its offices where by
its lease obligation increased from a base rental of $644.50 per month to
$1,200 per month on a month to month basis. Additionally, 800 square feet
of storage for its parts and chemicals is leased on a month-to-month basis at
a monthly lease fee of $220.00. The increase lease payments have a negative
effect on the cash flow of the Company. The Company believes that its
existing facility is adequate to meet its needs for the foreseeable future.
The Company had a notes receivable - trade issued of $2,243 for the year
ended December 31, 1997. The Company acquired a contract receivable of
$48,925 and acquired options to purchase land and buildings for $4,000. The
Company purchased office equipment of $1,294 for the year ended December 31,
1997 resulting in cash used in investing activities of $56,462.
The Company purchased office equipment of $8,471 for the year ended December
31, 1996. Additionally, the Company had a decrease in note receivable-trade
issued of $25,000 resulting in cash used in investing activities of $33,471.
The Company received advances from shareholders of $83,636 and issued Common
Stock for cash of $2,000 in the year ended December 31, 1997. As a result,
net cash of $85,636 was provided by financing activities for the year ended
December 31, 1997.
The Company made payments to related parties of $144,905 and issued common
stock for cash of $90,000 in the year ended December 31, 1996. As a result,
net cash of $54,905 was used by financing activities for the year ended
December 31, 1996.
<PAGE>7
Results of Operations:
The Company has generated limited positive cash flow from operations and
there can be no assurance that the trend will not continue. Profitable
operations are dependent upon, among other factors, the Company's ability to
obtain equity or debt financing and the Company's ability to finance, manage
and construct car wash operations and complete the acquisition of
manufacturing equipment.
The Company is unable to project a level of revenue which would allow a
reversal of its history of operating losses in the near future. In this
regard, the Company has undertaken the raising of additional equity capital.
The Company's continued operations are dependent upon obtaining financing.
1997 compared to 1996. For the year ended December 31, 1996, the Company
experienced a net loss of $(19,641) compared to a net loss from operating
activities of $(232,001) at December 31, 1997. Depreciation and
amortization expenses stayed relatively the same ($3,772) for the year ended
December 31, 1996 compared to the year ended December 31, 1997 ($4,560) due
to the limited activity. As operations decreased, the Corporation
experienced a decrease in accounts receivables of $18,683, a decrease in
inventory of $6,956, an increase in prepaids of $79,480, a decrease in
deposits of $1,089, an increase in customer deposits of $5,000 and an
increase in accounts payable and accrued expenses of $189,718. The
Corporation experienced a negative cash flow from operating activities of
$78,142 for the year ended December 31, 1997 compared to a positive cash flow
of $139,221 for December 31, 1996.
The Corporation received revenue of $466,136 for the year ended December 31,
1996 compared to $93,258 for the same period in 1997, due to limited
equipment sales in 1997.
Cost of sales decreased from $284,195 in 1996 to $46,111 in 1997 due to the
same limited equipment sales in 1997.
General and administrative expenses increased from $177,661 for the year
ended December 31, 1996 to $240,123 for the year ended December 31, 1997 due
to costs associated with the leased car wash and the attempts to acquire
additional properties.
The Corporation's interest expense increased from $31,031 for the year ended
December 31, 1996 to $43,932 for the year ended December 31, 1997.
1996 compared to 1995. For the year ended December 31, 1996, the Company
experienced a net loss of $(19,641) compared to a net loss from operating
activities of $(540) at December 31, 1995. Depreciation and amortization
expenses stayed relatively the same ($3,772) for the year ended December 31,
1996 compared to the year ended December 31, 1995 ($2,706) due to the limited
activity. As operations increased, the Corporation experienced an increase
in accounts receivables of $22,385, an increase in inventory of $8,234, an
increase in prepaids of $4,397, a decrease in deposits of $26,795, an
increase in customer deposits of $5,000 and an increase in accounts payable
and accrued expenses of $146,978. The Corporation experienced a positive
cash flow from operating activities of $139,221 for the year ended December
31, 1996 compared to a negative cash flow of $51,372 for December 31, 1995.
The Corporation received revenue of $466,136 for the year ended December 31,
1996 compared to $175,763 for the same period in 1995, due to equipment sales
of $426,451 and commissions of $0; and car wash sales of $39,684 in 1996
compared to equipment sales of $104,525, commissions of $32,504 and car wash
sales of $38,734 in 1995.
Cost of sales increased from $43,368 in 1995 to $284,195 in 1996 due to the
sale and lease back of the above described car wash.
General and administrative expenses increased from $116,494 for the year
ended December 31, 1995 to $177,661 for the year ended December 31, 1996 due
to increased operations associated with the leased car wash and the attempts
to acquire additional properties.
The Corporation's interest expense increased from $16,441 for the year ended
December 31, 1995 to $31,031 for the year ended December 31, 1996.
<PAGE>8
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Best of America Corporation
We have audited the accompanying balance sheet of Best of America
Corporation as of December 31, 1997, and the related statements of
operations, changes in stockholders' equity, and cash flows for each of
the years ended December 31, 1997, and 1996. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates 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 financial statements referred to above present
fairly, in all material respects, the financial position of Best of
America Corporation as of December 31, 1997, and the results of its
operations, and its cash flows for each of the years ended December 31,
1997, and 1996, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 10 to
the financial statements, the Company has suffered recurring losses
from operations and has negative working capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 10.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 20, 1998
<PAGE>9
Best of America Corporation
Balance Sheet
December 31, 1997
ASSETS
<TABLE>
<CAPTION>
Current assets:
<S> <C>
Cash $ 2,469
Accounts receivable, net of allowance for
doubtful accounts of $ 7,333 3,062
Inventory 17,834
Note receivable - trade 27,243
Contract Receivable 48,925
Prepaid expenses 83,877
Due from related parties 32,583
--------
Total current assets 215,993
Property and equipment, at cost, net of
accumulated depreciation of $33,221 10,790
Land 469,151
Patents and formulas, at cost, net of
accumulated amortization of $6,035 4,052
Options 4,000
Deposits 25,565
--------
$729,551
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 403,363
Due to related parties 99,674
Notes payable-current portion 10,756
Customer deposits 10,000
--------
Total current liabilities 523,795
Note payable - net of current portion 29,762
Commitments and contingencies
Stockholders' equity:
Preferred stock, $10 par value, non-voting,
non-cumulative, non participating,
convertible, 50,000,000 shares authorized
216,200 shares issued and outstanding 2,162,000
Discount below par on preferred stock (1,732,532)
Common stock, no par value,
1,000,000,000 shares authorized,
9,729,000 shares issued and outstanding 1,348,930
Less: stock subscription receivable (998,000)
Paid in capital 26,647
Accumulated deficit (631,051)
---------
175,994
---------
729,551
=========
</TABLE>
See accompanying notes to financial statements.
<PAGE>10
Best of America Corporation
Statements of Operations
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Sales 93,258 466,136
Cost of sales 46,111 284,195
------- -------
Gross margin 47,147 181,941
General and administrative expenses 240,123 177,661
------- -------
Income (loss) from operations (192,976) 4,280
Other income and (expense):
Interest Income 3,418 -
Miscellaneous income 1,489 7,110
Interest expense (43,932) (31,031)
(39,025) (23,921)
Net income (loss) (232,001) (19,641)
Earnings (loss) per share:
Net income (loss) (0.03) (0.00)
Weighted average shares outstanding 9,529,000 7,683,167
</TABLE>
See accompanying notes to financial statements.
<PAGE>11
Best of America Corporation
Statement of Changes in Stockholders' Equity
Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
Discount
Common Stock Paid in Common Stock Preferred Stock Below Accumulated
Shares Amount Capital Subscriptions Shares Amount Par Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 7,629,000 258,930 26,647 - - - - (379,409) (93,832)
Cash sale of common stock 500,000 90,000 - - - - - - 90,000
Net (Loss) for the year - - - - - - - (19,641) (19,641)
--------- ------- ------ ------- ------ ------ ------ -------- ------
Balance, December 31, 1996 8,129,000 348,930 26,647 - - - - (399,050) (23,473)
cash sale of common stock 2,000 2,000 - - - - - - 2,000
Common stock subscriptions 998,000 998,000 - (998,000) - - - - -
Preferred Stock issued to
acquire land - - - - 216,200 2,162,000 (1,732,532) - 429,468
Net (loss) for the year - - - - - - - (232,001) (232,001)
--------- ------- ------- ------- ------- -------- --------- -------- -------
Balance December 31, 1997 9,729,000 1,348,930 26,647 (998,000) 216,200 2,162,000 (1,732,532) (631,051) 175,994
</TABLE>
See accompanying notes to financial statements.
<PAGE>12
Best of America Corporation
Statement of Cash Flows
Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net income (loss) (232,001) (19,641)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 4,560 3,772
Provision for bad debts 7,333 11,333
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 18,683 (22,385)
(Increase) decrease in inventory 6,956 (8,234)
(Increase) decrease in prepaids (79,480) (4,397)
(Increase) decrease in deposits 1,089 26,795
Increase (decrease) in accounts payable and
accrued expenses 189,718 146,978
Increase (decrease) in customer deposits 5,000 5,000
------- -------
Total adjustments 153,859 158,862
------- -------
Net cash provided by (used in) operating activities (78,142) 139,221
Cash flows from investing activities:
Note receivable - trade issued (2,243) (25,000)
Contract Receivable (48,925) -
Acquisition of options (4,000) -
Acquisition of office equipment (1,294) (8,471)
------- ------
Net cash provided by (used in) investing activities (56,462) (33,471)
Cash flows from financing activities:
Proceeds from (payments to) related parties 83,636 (144,905)
Common stock issued for cash 2,000 90,000
------- -------
Net cash provided by (used in) financing activities 85,336 (54,905)
Increase (decrease) in cash (48,968) 50,845
Cash and cash equivalents,
beginning of period 51,437 592
Cash and cash equivalents,
end of period 2,469 51,437
======= =======
Supplemental cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
Non-cash investing and financing activities:
Land acquired for preferred stock and a note $469,151 $ -
Common Stock subscribed $998,000 $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>13
Best of America Corporation
Notes to Financial Statements
December 31, 1997
Note 1. ORGANIZATION
The Company was incorporated on April 1, 1988, in the State of Colorado,
and was in the development stage through December 31, 1995. The Company
emerged from the development stage in 1996 and is in the business of
constructing, selling and managing self service and full service car wash
facilities and other types of properties in the United States.
SIGNIFICANT ACCOUNTING POLICIES
Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates.
Fixed assets:
The Company depreciates its office equipment utilizing the straight line
method over periods of five to seven years. Depreciation expense was
$3,552 and $2,764 for the years ended December 31, 1997 and 1996.
Loss per share:
In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies the
existing computational guidelines under Accounting Principles Board ("APB")
Opinion No. 15, "Earnings Per Share."
The statement is effective for financial statements issued for periods ending
after December 15, 1997. Among other changes, SFAS No. 128 eliminates the
presentation of primary earnings per share and replaces it with basic
earnings per share for which common stock equivalents are not considered in
the computation. It also revises the computation of diluted earnings per
share. The Company has adopted SFAS No. 128 and there is no material impact
to the Company's earnings per share, financial condition, or results of
operations. The Company''s earnings per share have been restated for all
periods presented to be consistent with SFAS No. 128.
The basic loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti-dilutive effect.
Patents and formulas:
The Company amortizes its patents and formulas over a period of 10 years
using the straight line method. Amortization charged to operations was
$1,008 for each of the years ended December 31, 1997, and 1996.
Cash and cash equivalents:
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with a maturity of less than three months.
Inventories:
The Company values its inventory which consists principally of raw
materials at cost using the first-in first-out method.
Financial instruments:
The Company's short term financial instruments consist of cash and cash
equivalents, accounts/notes receivable and accounts payable. The carrying
amounts of such financial instruments approximate fair value because of
the short term maturities of these instruments.
Revenue recognition:
The Company recognizes revenue from the sale of its products upon
shipment.
Long-lived assets:
In accordance with Statement of Financial Accounting Standards No. 121 ("FAS
121"), Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, the Company reviews for the impairment of long-
lived assets and certain identifiable intangibles whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Under FAS 121, an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition is less than its carrying amount. No such
impairment losses have been identified by the Company.
Recent pronouncements:
In 1996 Financial Accounting Standards No. 125 (FAS 125) Accounting for
Transfer and Servicing of Financial Assets and Extinguishments of Liabilities
was issued, FAS 125 is effective for transfers and servicing of liabilities
occurring after December 31, 1996. The Company has adopted FAS 125 in 1997.
However, adoption of FAS 125 does not have a material effect on the Company's
financial position or operating results. SFAS No. 130, "Reporting
Comprehensive Income", establishes guidelines for all items that are to be
recognized under accounting standards as components of comprehensive income
to be reported in the financial statements. The statement is effective for
all periods beginning after December 15, 1997 and reclassification of
<PAGE>14
financial statements for earlier periods will be required for comparative
purposes. To date, the Company has not engaged in transactions which would
result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement.
Note 2. NOTE RECEIVABLE-TRADE
The Company has an unsecured trade note receivable from one of its
customers. The note bears interest at 8% per annum and was due on November
20, 1997. The note has been extended to November 20, 1998.
Note 3. CONTRACT RECEIVABLE
The Company has a secured contract receivable for subcontracted equipment and
materials sold to a customer for the construction and operation of a car wash
in Louisiana. The amount due is payable on demand, interest free, and
secured by a perfected lien on the underlying equipment and materials.
Note 4. LAND
During 1997, the Company acquired 85.08 acres of land in St. Mary Parish,.
Louisiana. The land was acquired in exchange for 216,200 shares of $10 par
value preferred stock and a note payable for $39,683. The value of the land
($469,151) was determined by discounting the estimated annual net cash flow
of $40,000 to be received by the Company from the land's sugar crop
production, using a 7% interest rate over a period of 25 years. (see Notes 6
and 7).
Note 5. OPTIONS
The Company paid $2,500 and $1,500 for options to purchase the present office
building and adjacent land for $160,000 and $110,000, respectively. As of
December 31, 1997 the options had not been exercised.
Note 6. NOTE PAYABLE
In conjunction with a transaction to acquire a tract of land in Louisiana
(see Note 4), the Company issued a note payable to the sellers for $39,683.
The note bears interest at 10% and is payable in four equal annual
installments of principal plus accrued interest with the first payment due on
October 15, 1998. The note is secured by a perfected mortgage on the
property. At December 31, 1997 the total amount included accrued interest
due on the note was $40,520.
Note 7. STOCKHOLDERS' EQUITY
Common Stock:
During 1997, the Company issued 1,000,000 shares of its no par value common
stock in a Section 504 Private Placement Offering. The Company received cash
aggregating $2,000 and subscriptions aggregating $998,000.
During 1996, the Company issued 500,000 shares of its no par value common
stock for cash aggregating $90,000.
Preferred stock:
During December, 1993 the Company authorized 50,000,000 shares of $10 par
value, non-voting, non-cumulative, non-participating, convertible
preferred stock. During 1997, the Company issued 216,200 shares of this
preferred stock in exchange for 85.08 acres of land in St. Mary Parish,
Louisiana. The value assigned to this preferred stock for its part as
consideration for the land was $429,468 resulting in a discount from par
value of $1,732,532 (see Note 4).
Note 8. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are
expected to reverse. The deferred tax asset of approximately $136,000
resulting from the loss carryforward described below has been fully
reserved.
The Company currently has net operating loss carryforwards aggregating
approximately $630,000 which expire from 2005 through 2011.
Note 9. RELATED PARTY TRANSACTIONS
The Company has a month to month agreement to operate a car wash owned by
an entity controlled by the Company's majority shareholder. The Company
pays a monthly rental of $1,100 for which it receives all revenues from
the car wash and is responsible for its operating expenses.
<PAGE>15
At December 31, 1995 the Company had advanced $52,000 as a deposit on an
option to purchase certain equipment used in a manufacturing operation for
an aggregate purchase price of $285,000. The option expired on April 20,
1996, however a related company under common control agreed to credit the
Company $52,000 against an outstanding note payable to this related
company and resume the negotiations on behalf of the Company. The net
amount due from this related Company is $32,583, has been included in due
from related parties on the balance sheet and is expected to be received
in the current period.
In addition the Company has been advanced an aggregate of $99,674 in
working capital funds by certain shareholders. The advances are to be
repaid in July, 1998 and bear interest at 8%.
Note 10. BASIS OF PRESENTATION
The accompanying financial statements have been prepared on a "going
concern" basis which contemplates the realization of assets and the
liquidation of liabilities in the ordinary course of business.
The Company has incurred operating losses during the periods ended
December 31, 1997, and 1996, aggregating $232,001, and $19,641 and had
negative working capital of $78,142 during the year ended December 31, 1997,
and had positive working capital of $139,221 at December 31, 1996.
Profitable operations are dependent upon, among other factors, the
Company's ability to obtain equity or debt financing and the Company's
ability to finance, manage, and construct car wash operations and complete
the acquisition of the manufacturing equipment described above.
The Company is unable to project a level of revenue which would allow a
reversal of its history of operating losses in the near future. In this
regard the Company has undertaken the raising of additional equity
capital. The Company's continued operations are dependent upon obtaining
financing.
Note 7. COMMITMENTS AND CONTINGENCIES
The Company had leased its office facilities on a month to month basis at a
monthly rental of $645. During February, 1997 the Company moved into a new
office facility under the terms of an operating lease agreement. The lease
agreement expires on February 1, 2000 and requires minimum monthly lease
payments of $1,200, $1,400 and $1,600 during the three year term of the
lease. Rent expense was $16,241 and $7,740 for each year ended December 31,
1997 and 1996. In addition, the lease contains an option to purchase the
office facility and the attached land for a price of $160,000.
<PAGE>16
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors and Executive Officers of the Company
The following table sets forth the names and ages of all directors and
executive officers of the Company and all persons nominated or chosen to
become a director, indicating all positions and offices with the Company held
by each such person and the period during which he has served as a director:
<TABLE>
<CAPTION>
Name age Position Since
<S> <C> <C> <C>
Anatole J. Plaisance<F1> 63 President and Director December, 1993
Michael Yates 43 Vice President December, 1993
C. Lynn White 54 Director and Chairman of
the Board December, 1993
Julian P. Rish 60 Sec./Treas., Director December, 1993
Claud Hallmark 66 Director December, 1993
Walter J. Lark, Jr. 46 Director December, 1996
</TABLE>
[FN]
<F1>Mr. Plaisance resigned as President on April 20, 1998 and Mr. Michael Yates
has been Acting President since that date.
Each officer will hold office until the first meeting of the Board of
Directors following the Special Meeting in Lieu of Annual Meeting and until
his successor shall have been duly elected and qualified, or until he shall
have resigned or been removed as provided by the By-Laws.
Identification of Certain Significant Employees. The Company does not
employ any person who make or are expected to make significant contributions
to the business of the Company.
Family Relationships. There are no family relationships between any
director or executive officer or person nominated or chosen by the Company to
become a director or executive officer.
Business Experience. The following is a brief account of the business
experience during at least the past five years of the directors and executive
officers, indicating their principal occupations and employment during that
period, and the names and principal businesses of the organizations in which
such occupations and employment were carried out.
Anatole J. Plaisance. Mr. Plaisance is currently a Director of the Company.
Mr. Plaisance obtained a Bachelor of Arts Degree in Political Science and
History from the University of Southwestern Louisiana in May, 1987. He had
previously attended that university from 1956-1958. In June, 1991, Mr.
Plaisance obtained an LL.B. decree from Louisiana State University, Law
School and obtained his Juris Doctor Degree from that law school in December,
1968. From 1980 to 1992, Mr. Plaisance was a sole practitioner specializing
in the general practice of law, trial advocacy and legal support in
preparation for trial. From 1963 to 1980, Mr. Plaisance practiced law in
the law firm of Plaisance & Franques in Lafayette, Louisiana.
Michael Yates. Mr. Yates is currently Acting President, Vice President and a
Director of the Company. Mr. Yates has been in charge of shipping and
receiving at Windsor Court Hotels, Inc. from 1986 to 1996. At present, Mr.
Yates is employed as a vice president of Marbane Construction Company, a
related company.
C. Lynn White. Mr. White is currently Chairman of the Board of Directors for
the Company. He obtained a masters of business administration from the
University of Missouri in 1966. From 1966 to 1984, Mr. White worked in
several management and coordinator positions with Exxon USA and its overseas
affiliates. Since 1984, Mr. White has worked as a real estate broker and
is President and principal shareholder of Commercial Real Estate Counsel Co.,
a commercial investment real estate company. Mr. White is a North Carolina
license real estate broker and is involved in the development of Pandemonium,
Inc., a family entertainment complex near Charlotte, NC. He is also
currently a partner and was the developer of American Store & Lock No. 2, a
60,000 square foot self storage facility on Wendover Road in Charlotte, NC.
In addition, Mr. White is a partner in the ownership of several other local
real estate projects.
Julian P. Rish. Mr. Rish is currently a Director of the Company. Mr. Rish
obtained a Bachelor of Science degree in education and science in 1959 from
Louisiana State University. In 1972, Mr. Rish started and has since
controlled Riba Executive Suites, which currently owns and leases office
space in four buildings in Baton Rouge, Louisiana and three buildings in Lake
Charles, Louisiana along with one residential unit. In 1985, Mr. Rish
obtained co-controlling interest in National Shoe Warehouse, a name brand
discount retail shoe company which operated nine outlets in three states.
Several outlets have been closed due to the failing economy in the primary
trade area.
<PAGE>17
Walter J. Lark. Mr. lark is currently a Director of the Company. Mr. Lark
obtained a Bachelor of Science degree in Business Administration-Marketing in
1972 from the University of Southwestern Louisiana. From 1973 through 1983,
Mr. Lark was a sales representative for industrial sales companies. Since
1984, Mr. Lark has been self-employed in the real estate industry and holds
the designations "CCIM" and CRS.
Claud Hallmark. Mr. Hallmark is currently a Director of the Company.
Since 1966, Mr. Hallmark has worked in various management positions of
Allright Corporation and its subsidiaries. In 1978, Mr. Hallmark was
promoted to Senior Vice President of Allright Corporation and is a member of
the Board of Directors with responsibility for twenty two (22) cities. From
1990 to the present, Mr. Hallmark has been President and Chairman of the
Board of the Louisiana Law Journal, Inc. and Law Review Access, Inc.
Directorships. No director or nominee for director holds a directorship in
any other company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934 or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company
under the Investment Company Act of 1940.
ITEM 10. EXECUTIVE COMPENSATION
During fiscal 1997, and as of the date of filing this report, no compensation
has been paid, nor have there been compensation arrangements or plans, other
than what has been indicated below.
Remuneration. No material remuneration has been paid or accrued by the
Company, to or on behalf of the Company's Chief Executive Officer and the
Company's four most highly compensated executive officers determined as of
the end of each of the last three years. The services provided by these
individuals have been limited and the value of these services would not have
a material effect on the Company's financial statements. Mr. Plaisance
received a nonmaterial amount for legal services performed on behalf of the
Company.
Compensation Pursuant to Plans. The Company has no plan pursuant to which
cash or non-cash compensation was paid or distributed during the last fiscal
year, or is proposed to be paid or distributed in the future, to the
individuals and group described above in this Item.
Compensation of Directors. Directors of the Company who are not employees
of the Company may receive a fee of $250 per meeting for their attendance at
meetings of the Company's Board of Directors, and are entitled to
reimbursement for reasonable travel expenses.
Termination of Employment and Change of Control Arrangement. Except as
noted in the next paragraph, the Company has no compensatory plan or
arrangements, including payments to be received from the Company, with
respect to any individual named above in this Item, for the latest or the
next preceding fiscal year, if such plan or arrangement results or will
result from the resignation, retirement or any other termination of such
individual's employment with the Company, or from a change in control of the
Company or a change in the individual's responsibilities following a change
in control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, the following persons were officers or directors of
the Company or were known by the Company to own or control beneficially more
than five percent of the Company's common stock, no par value:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of Beneficial of
Beneficial Owner Ownership Class
<S> <C> <C>
Michael A. Yates(1) 4,870,682 63.84%
75240 Tom Meyers Rd
Covington, LA 70433
C. Lynn White 555,270 .72%
400 Columbine Circle
Charlotte, NC 28211
Claud Hallmark(2) 475,588 6.23%
442 Canal Street, Suite 200
New Orleans, LA 70130
Walter J. Lark 60,000 .79%
180 Bertel Drive
Lovington, LA 70433
Julian Rish 15,000 .20%
1907 Roseneath Drive
Baton Rouge, LA 70806
<PAGE>18
Anatole J. Plaisance 0 0%
5233 Blair Lane, Apt. B
Baton Rouge, LA 70809-3668
All Directors and Officers
as a group (6) 5,976,540 71.79%
</TABLE>
(1)Includes 4,870,682 shares owned by American National Corp., which Mr. Yates
serves as President. American National Corp. owns Marbane Construction
Company, which owns 313,430 shares of the Company.
(2)Includes 313,430 shares owned by Marbane Construction Company, which Hr.
Hallmark serves as Vice President.
Changes in Control. There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of control of
the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a month to month agreement to operate a car wash owned by
an entity controlled by the Company's majority shareholder. The Company
pays a monthly rental of $1,100 for which it receives all revenues from
the car wash and is responsible for its operating expenses.
At December 31, 1995 the Company had advanced $52,000 as a deposit on an
option to purchase certain equipment used in a manufacturing operation for
an aggregate purchase price of $285,000. The option expired on April 20,
1996, however a related company under common control agreed to credit the
Company $52,000 against an outstanding note payable to this related
company and resume the negotiations on behalf of the Company. The net
amount due from this related Company is $32,583, has been included in due
from related parties on the balance sheet and is expected to be received
in the current period.
In addition the Company has been advanced an aggregate of $99,674 in
working capital funds by certain shareholders. The advances are to be
repaid in July, 1998 and bear interest at 8%.
Indebtedness of Management. No director or executive officer of the
Company, nominee for election as a director, any member of the immediate
family of such persons, the corporation or organization (other than the
Company) of which any of such persons is an executive officer or partner or
is, directly or indirectly, the beneficial owner of 10% or more of any class
of equity securities, or any trust or other estate in which any of such
persons has a substantial beneficial interest or as to which such person
serves as a trustee or in a similar capacity, has been indebted to the
Company at any time since the beginning of the Company's last fiscal year in
an amount in excess of $60,000.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The following financial statements and schedules are filed as part of this
report:
Report of Independent Public Auditors...................................8
Balance Sheet...........................................................9
Statement of Operations................................................ 10
Statement of Stockholder's Equity...................................... 11
Statement of Cash Flows ............................................... 12
Notes to Financial Statements ......................................... 13
Schedules Omitted: All schedules other than those shown have been omitted
because they are not applicable, not required, or the required information is
shown in the financial statements or notes thereto.
<PAGE>19
(b) List of Exhibits
The following of exhibits are filed with this report:
(3.0) Articles of Incorporation and Bylaws, as amended, incorporated by
reference to Form S-18, Commission File Number 33-26899D
(3.1) Amendment to Articles of Incorporation incorporated by reference to
Form S-18, Commission File Number 33-26899D
(4.1) Warrant Agreement incorporated by reference to Post Effective
Amendment to Form S-18
(4.2) Specimen Common Stock incorporated by reference to Post Effective
Amendment to Form S-18;
(4.3) Specimen Warrant Certificate incorporated by reference to Post
Effective Amendment to Form S-18;
(10.1) Agreement in Principal dated April 17, 1990, re: license by Aspen Wind
to the Company incorporated by reference to Form 8-K filed April 17, 1990.
(10.2) Conversion Agreement dated September 27, 1990 incorporated by
reference to March 31, 1991 Form 10-K;
(10.3) Amendment No. 1 to Conversion Agreement dated March 21, 1991
Incorporated by reference to March 31, 1992 Form 10-K.
(10.4) Agreement between the Company and Aspen Wind, Inc., dated March 19,
1992 incorporated by reference to Form 8-K filed June 29, 1993.
(10.5) Agreement and Plan of Reorganization between the Company and Best of
America Car Wash Systems, Inc. incorporated by reference to Form 8-K filed
December 27, 1993.
Reports filed on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of the Company's
fiscal year ended December 31, 1997.
<PAGE>20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 duly authorized person.
Date: July 16, 1998 BEST OF AMERICA CORPORATION
/S/ Michael A. Yates
-------------------
By: Michael A. Yates, Acting President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Date: 7/16/98
Date: 7/16/98
/S/ MICHAEL A. YATES
- -------------------------------------
Michael A. Yates
Acting President, Vice-President
Date: 7/16/98
/S/ Anatole J. Plaisance
- -------------------------------------
Anatole J. Plaisance
Director
Date: 7/16/98
/S/ JULIAN P. RISH
- -------------------------------------
Julian P. Rish
Secretary/Treasurer and Director
(Chief Financial Officer and Controller)
Date: 7/16/98
/S/ C. LYNN WHITE
- --------------------------------------
C. Lynn White
Director
Date: 7/16/98
/S/ WALTER M. LARK
- ---------------------------------------
Walter R. Lark
Director
Date: 7/16/98
/S/ CLAUD HALLMARK
- ----------------------------------------
Claud Hallmark
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,469
<SECURITIES> 0
<RECEIVABLES> 3,062
<ALLOWANCES> 7,333
<INVENTORY> 17,834
<CURRENT-ASSETS> 215,993
<PP&E> 10,790
<DEPRECIATION> 33,221
<TOTAL-ASSETS> 729,551
<CURRENT-LIABILITIES> 523,795
<BONDS> 0
<COMMON> 1,348,930
0
2,162,000
<OTHER-SE> (3,334,936)
<TOTAL-LIABILITY-AND-EQUITY> 729,551
<SALES> 93,258
<TOTAL-REVENUES> 98,165
<CGS> 46,111
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 240,123
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,932
<INCOME-PRETAX> (232,001)
<INCOME-TAX> 0
<INCOME-CONTINUING> (232,001)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (232,001)
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
