U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] 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 0-19490
EMERALD CAPITAL HOLDINGS, INC.
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(Exact name of Issuer as specified in charter)
DELAWARE 22-3096351
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(State or other jurisdiction (Employer Identification
of incorporation or organization) No I.R.S.)
2210 South Tamiami Trail, Suite 6, Venice, Fl. 34293
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(Address of principal executive offices) (zip code)
(941) 496 4420
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $.001, 1991 Warrants.
Check whether the issuer (1) 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 _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [__X___]
The issuer's aggregate revenues, excluding discontinued operations,
and including recent acquisitions for the fiscal year ended
December 31, 1995 were $172,087.
As of October 28, 1996 (I) the aggregate market value of the shares
of the registrant's common stock held by non-affiliates of the
registrant was not available as the Company was awaiting listing on
the NASDAQ Bulletin Board; (ii) 1,289,859 shares of the
Registrant's common stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
1995 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
Item Number and Caption
Page
PART I
Item 1. Business 3
Item 2. Property 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters 9
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 7. Financial Statements 14
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosures 14
PART III
Item 9. Directors and Executive Officers 14
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners and
Management 17
Item 12. Certain Transactions 17
Item 13. Exhibits and Reports on Form 8-K 19
PART I
ITEM 1 - BUSINESS
BUSINESS
General
Emerald Capital Holdings, Inc. (Company or Emerald) is a holding
company the intent of which is to acquire, manage and develop
businesses in a variety of sectors, including but not limited to
the medical, insurance and finance sectors and to engage in the
distribution, licensing, and the manufacture of selected consumer
products. Emerald Capital's wholly-owned subsidiaries are:
SunMed, Inc.--including AccuMed, Inc., acquired on March 31, 1995,
which provides electronic insurance billings, collections, medical
practice management and insurance administration and other services
for physician groups, clinics and others in the medical sector; and
Ocean Beverage International, Inc., which acquired SportAde
International, Inc. in October, 1995, and which manufactures and
distributes sport-drinks and other beverages. See - "Management's
Discussion and Analysis of Financial Condition and Results of
Operations."
Background
During 1994 and 1995 the Company significantly restructured its
businesses, and in 1995 closed its liquid process division which
was unprofitable. In 1995 and 1996 the Company acquired the assets
of AccuMed, Inc. and Ocean Beverage/SportAde International, Inc.
See also -"Management's Discussion and Analysis of Financial
Condition and Operations."
On March 29, 1996, the Company effected a one-for-one hundred
twenty reverse stock split, previously approved by a majority of
the Company's Common Stock holders. All share information
described herein reflects such reverse stock split except as
otherwise noted.
Subsidiaries
SunMed, Inc. and subsidiaries
AccuMed, Inc.
In March, 1995, the Company acquired through its subsidiary,
SunMed, Inc., all of the assets of AccuMed, Inc. (AccuMed). AccuMed
specializes in providing physicians and physician groups with
full-service handling of electronic insurance billings,
collections, medical practice management and insurance
administration. AccuMed handles such claims and payment servicing
through the use of software designed for physician practices and
which is connected directly to computer terminals in each
physician's or group's offices.
Ocean Beverage International, Inc. and subsidiary
SportAde International, Inc.
In October, 1995, the Company, through its Ocean Beverage
International, Inc. subsidiary (Ocean Beverage), acquired SportAde
International, Inc. (aka
SportAde/Ocean Beverage) (hereinafter "the Company", "SportAde" or
"Ocean Beverage").
The Company is a bottler and distributor of sports drinks and
other beverages. Ocean Beverage and SportAde are two names used by
the Company in the distribution of its products. Its bottled and
canned drinks presently are sold primarily in the Southwest United
States at retail outlets such as supermarkets and convenience
stores. SportAde/Ocean Beverage also sell their purified water
product, "Mountain Mist Pure Water" to the Circle K stores in
Arizona, primarily in Phoenix, and plan to expand such
distribution to Tucson, Las Vegas, other cities in Arizona, and
selected cities in Southern California.
SportAde is a scientifically formulated fluid replacement sport
drink utilizing a special formulation of minerals, glucose, sucrose
and filtered water. The drink promotes rapid fluid absorption,
maximizes rehydration, and provides energy to working muscles.
SportAde contains less sodium than many competing sports drinks.
The SportAde proprietary sports drink formula was developed by Dr.
Gerald Balakian in 1966 and has been licensed to the Company's
subsidiary, SportAde, until 2003. SportAde has six flavors:
Lemon-Lime, Grape, Blue Razz, Fruit Punch, Orange and Citrus
Cooler. In addition, SportAde bottles and distributes Malibu Iced
Tea (tm); Mountain Mist Pure Bottled Water (tm); and Pookaroo Punch
(tm), targeted at the children's market, with Cherry, Blue and
Banana flavors.
The Company intends to increase and strengthen SportAde's regional
distribution throughout the Southwestern/Pacific states, including
California, and also the Southern states, including Florida. Based
upon industry publications, these two regional areas account for
approximately 75% of the total market for sports drinks. The sports
drink beverage sector has retail sales of approximately $1.3
billion per annum in the United States. SportAde intends to
appoint agents in selected international markets, including Asia
and Latin America which are high growth beverage markets. SportAde
intends to enter in co-packing and distribution agreements
throughout the United States and overseas. Ocean Beverage has
appointed an agent for Brasil to represent the Company in licensing
and/or arranging distribution of the Company's products in that
territory.
Liquid Process Operations (Discontinued)
In view of continuing losses, the Company has discontinued all
operations of its unprofitable liquid process equipment
manufacturing subsidiaries (Licon, Inc., Alval International, Inc.,
Alval Process Engineering, Ltd.) and terminated all employees. In
November, 1995, the Company together with Clydesdale Bank, UK,
appointed Touche Ross as a receiver to liquidate its United Kingdom
subsidiary, Alval Process Engineering, Ltd.
Business Strategy
The Company believes its long-term strategy of acquiring companies,
assets, product lines and businesses which are in high growth
industry markets, such as insurance, finance, medicine, and
selected consumer products such as sports drinks and other
beverages, will enable it to increase revenues and achieve profits.
The Company intends to avoid equipment manufacturing businesses and
generally, high-technology businesses.
Acquisitions have generally been made with shares of the Company's
Common Stock, notes and limited amounts of cash.
The Company presently has no other agreements, understandings, or
arrangements with respect to the acquisition of any additional
businesses.
The Company's strategy of acquiring various businesses in different
sectors will be subject to all of the risks inherent in the
ownership of such business assets, including but not limited to the
ability to attract and maintain customers; the uncertainty of cash
flow to meet fixed obligations that may be incurred to acquire and
sustain such assets; competition from other firms, which may be
more highly capitalized than the Company, particularly in highly
competitive consumer product sectors; and unfamiliarity with new
business areas. If the Company acquires, develops or manages any
new business, management may need to devote substantial time to
integrate such business into the Company's operations. The Company
intends to acquire companies with experienced managers and to hire
such additional managers as may be required to manage its
acquisitions.
Manufacturing and Suppliers
Medical Sector Operations
AccuMed is a service and administration company and does not
manufacture any products.
Beverage Operations
The Company bottles its beverages in a leased facility in Phoenix,
Arizona and intends to enter into co-packing and bottling
agreements with other U.S. and overseas beverage distributors and
bottlers for the manufacture and sale of its beverage products. In
overseas markets, SportAde may supply either flavor concentrates
for bottling or may license the formula for manufacturing by such
third parties.
The Company does not itself manufacture any bottles or labels, but
purchases custom-made or printed materials from outside third party
suppliers. Such supplies are generally available from a number of
suppliers. The Company does not believe it is materially dependent
on any one supplier and that alternative sources or substitutes for
components are available or could be developed if necessary. The
Company does not generally maintain large inventories.
Accordingly, any delay or difficulties in developing such
alternatives or substitutes could result in shipment delays, which
would adversely affect the Company's business and operations.
Bottling, inspection and testing and all final packaging is
presently conducted at the SportAde manufacturing facility.
Research and Development
The Company's medical sector subsidiary continues to develop new
physician practice administration and service products for their
clients. The beverage division continues to develop new beverage
flavors, bottles and other marketing devices designed to improve
sales and profits.
Marketing, Sales and Customers
To date, marketing has been conducted primarily by the Company's
officers and staff, utilizing their contacts in their respective
industries, as well as, to a lesser extent, by limited advertising
and attendance at trade conventions and, as the installed customer
base has increased, recommendations by existing users. In 1996,
the Company also intends to use independent sales representatives
to market its products in both the medical and beverage sectors.
In order to establish a strong growth pattern, the Company believes
that all of its subsidiaries will rely on repeat sales from
existing customers. Since the Company sells to a broad market, it
believes that it is generally not dependent, on an ongoing basis,
on any specific customer. However, with respect to certain large
wholesalers or retail outlet customers of the beverage products,
SportAde in the future could be materially dependent on such large
wholesalers or retail outlets, the loss of which could be
materially adverse to the beverage company's business.
The beverage division has begun to appoint independent, generally
commissioned agents in certain overseas countries and regions.
These representatives may also represent manufacturers or
distributors of products that are complementary with those of the
Company, some of which may account for a significantly larger
percentage of the sales of such representatives than the Company's
products. The Company works closely with these representatives to
target marketing efforts to potential customers identified by the
agents and/or the Company.
The Company's medical sector subsidiary experiences no seasonality
in its business. The Company's beverage operations can be
seasonal, with greater sales in the summer months. SportAde
intends to mitigate any seasonality by offering its product in
areas in Latin America which reverse the northern seasons, and
other generally temperate or warm climates. The Company may have
quarters where sales in both its medical sector and beverage
subsidiaries are concentrated to a few large customers, without
large sales, or fluctuations in sales from quarter to quarter,
depending on the contribution from each subsidiary.
Backlog
The Company had no material backlog of orders at December 31, 1995.
Patents and Proprietary Rights
The Company and its subsidiaries do not own any patents for any of
their products. The Company, however, has an exclusive license to
manufacture, use and sell a sports beverage, trademarked SportAde,
expiring in 2003. There can be no assurance that the license will
afford protection against competitors with similar products. There
can also be no assurance that any products sold by the Company
could not be developed and sold by others. Management of the
Company believes that in the event any protection currently
provided by the license were to terminate, the Company, based upon
its industry experience, would be able to design its own beverage
products and continue its operations without having to rely on any
license of any third party.
Certain of the Company's managerial employees in both the medical
and beverage subsidiaries are required to execute a confidential
information and intellectual property rights agreement providing
that (a) all confidential information developed by or disclosed to
the employee during the course of their employment shall be the
exclusive property of the Company and (b) shall be kept
confidential and not disclosed to third parties except in specified
circumstances. There can be no assurance, however, that these
agreements will provide meaningful protection for the Company's
proprietary information in the event of unauthorized use or
disclosure of such information.
Although the Company's subsidiaries have registered certain
trademarks in connection with the Company's products, none of such
trademarks is of such significant value to the Company or its
business that the loss of which would adversely affect the
Company's overall business.
Competition
There is significant competition in the sectors in which the
Company's subsidiaries do business. Most of the Company's
competitors have significantly greater technical, manufacturing,
financial and marketing resources than the Company.
The Company's medical sector subsidiary, while providing what the
Company believes to be superior and less costly products, service
or administration, has competitors offering similar services who
are larger and have greater financial resources, the result of
which could adversely affect the business of the Company's
subsidiary. Furthermore, there is no assurance that reinsurance
companies or others with whom AccuMed may do business may not
offer the same products and services as AccuMed. Such increased
competition may adversely affect the subsidiary's ability to
compete at profitable margins.
The consumers products sector in which SportAde operates has
competitors with strong brand-names (Coca-Cola, Pepsi, GatorAde,
etc.), substantial financial resources far in excess of the
Company's, large and experienced personnel, and a wide range of
products. By virtue of their greater financial resources such
competitors may be able to reduce prices so significantly as to
affect adversely competition in general and specifically SportAde's
profit margins. Furthermore, consumer trends in this market may
change, requiring the beverage subsidiary to expend additional
money for reformulation of beverage flavor and bottle redesign in
order to compete successfully. In certain overseas markets in
which SportAde intends to distribute its products there is often
economic and/or governmental instability. There is no assurance
that SportAde can market successfully to these markets at
profitable margins.
Employees
As of October 28, 1996 the Company and its subsidiaries had fifteen
full-time employees, five of whom are in management and sales, and
two in administrative and clerical positions. The remaining eight
employees are considered plant employees and are involved in the
actual bottling of the Company's beverages. None of the Company's
employees is represented by a labor union. The Company considers
its employee relations to be good.
ITEM 2 - PROPERTY
The Company currently leases offices in Tampa and Venice, Florida
for administration and AccuMed, totaling approximately 1,800 square
feet at an aggregate rental of $1,600 per month. The Company's
beverage subsidiary leases facilities in Phoenix, Arizona of
approximately 15,000 square feet at a monthly rental of
approximately $3,900 per month.
The Company believes that its facilities are suitable for its
present operations. If required, the Company believes that
additional space is also available adjacent or near to its existing
facilities at favorable rental rates.
ITEM 3 - LEGAL PROCEEDINGS
Discontinued Operations: In March, 1995, the Company's
discontinued subsidiary, Licon, Inc., received notice that a
request for arbitration was accepted by the Korean Commercial
Arbitration Board in the matter of Sambo Fine Chemical Mfg. Co.,
Ltd. and Licon, Inc. The complainant in such matter sought a refund
of $516,300 together with certain alleged interest due. Licon,
Inc. previously agreed to repurchase the unit for $516,300 of
which $250,000 is accrued and was to have been paid in 1994 with
the balance payable upon the resale of the equipment. Licon, Inc.
has not paid any of such amount. The Company has subsequently
informed the Arbitration Board in 1995 that Licon, Inc. has been
discontinued and is no longer in business and therefore any
repurchase offer is withdrawn. The Company has received no further
responses from any party in Korea.
See Also Part II-Item 5, Market for common equity and related
stockholder matters.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the
fourth quarter of the fiscal year ended December 31, 1995.
On February 14, 1996, the Board of Directors of the Company
approved an amendment to the Company's Amended and Restated
Certificate of Incorporation, as amended, pursuant to which the
Company would effect a one-for-one hundred twenty reverse stock
split (the "Reverse Split"). On the same date, the holders of more
than a majority of the issued and outstanding shares of Common
Stock executed and delivered to the Company a Written Consent to
Corporate Action (the "Written Consent"). Pursuant to the Written
Consent, such holders approved the amendment to the Company's
Certificate of Incorporation, as amended, regarding the Reverse
Split. Such approval by the Board of Directors and by the holders
of more than a majority of the issued and outstanding shares of
Common Stock is adequate under Delaware law to amend the
Certificate of Incorporation, as amended, to effectuate the Reverse
Split, effective March 29, 1996.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table sets forth for the quarters indicated, the high
and low bid prices of the common stock and the 1991 Warrants as
reported by NASDAQ for the period from January 1, 1994 through
December 31, 1995. The bid prices reported, which do not reflect
the Company's October 11, 1994 1:10 reverse stock split, except for
the fourth quarter of the fiscal year ended December 31, 1994,
represent prices between dealers and do not include retail
mark-ups, mark-downs or commissions and may not necessarily
represent actual transactions.
Year Ended December 31, 1994 Common Stock Warrants
High Low High Low
First Quarter $1-1/32 $3/4 $7/8 $15/16
Second Quarter $1-3/32 $7/32 $1/2 $3/16
Third Quarter $9/32 $1/16 $7/32 $1/16
Fourth Quarter $1-1/4 $5/16 $1/16 $1/32
Year Ended December 31, 1995
First Quarter $9/16 $13/64
Second Quarter $17/32 $9/32
Third Quarter $3/8 $5/32
Fourth Quarter $11/32 $1/32
The Company's securities were delisted from the NASDAQ Small-Cap
Stock Market on May 9, 1996 due to NASDAQ's allegation of the
Company's non-compliance with NASDAQ's alternative to its minimum
bid price criteria, requirements for current financial information,
among other matters. The Company has appealed such action, and in
the interim, the Company is applying for listing on the NASDAQ
Bulletin Board. The Company believes that its common stock will
be listed on the NASDAQ Bulletin Board.
Prior to the delisting, the common stock was traded in the
Over-the-Counter market and quoted by NASDAQ under the symbols
"EMRLD". On February 14, 1996, there were approximately 250
holders of record of the common stock. This number does not include
any adjustment for stockholders owning common stock in "street"
name, which, in the Company's best knowledge, represents
approximately an additional 1,000 persons.
On April 11, 1996, the closing bid price of the common stock on
NASDAQ was $3.75.
The Company has not paid any cash dividends since its inception,
does not anticipate paying any cash dividends in the foreseeable
future and intends to retain earnings, if any, to provide funds for
general corporate purposes and the expansion of the Companies
business. Any future dividends will be dependent upon the earnings
of the Company, its financial requirements and other relevant
factors.
The 1991 Warrants, symbol "EMRLW", were delisted from NASDAQ
effective as of the close of business on February 14, 1995, due to
a lack of market-makers and are listed in the pink sheets. No
warrants were traded in 1995 according to the NASDAQ stock market
on April 11, 1996.
ITEM 6-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
Emerald Capital's wholly-owned subsidiaries are: SunMed,
Inc.--including AccuMed, Inc., which on March 31, 1995, was
acquired with common stock, and is a medical sector business which
provides electronic insurance billings, collections, medical
practice management and insurance administration for physician
groups, clinics and others in the medical sector; and Ocean
Beverage International, Inc., which in October, 1995, was acquired
with common stock of the Company, and is a manufacturer and
distributor of sport-drinks and other beverages. The Company has
agreed to provide the sellers of SportAde and AccuMed with a
guaranteed value for the shares of common stock issued in each
transaction.
In 1995, the Company discontinued its liquid process equipment
manufacturing operations, Licon, Inc. and Alval Process
Engineering, Ltd., UK. Approximately $2,620,424 of the Company's
consolidated losses for the period ending December 31, 1995 were
from the discontinued operations. In November, 1995, the Company
together with Clydesdale Bank, UK, appointed Touche Ross as a
receiver to windup Alval Process Engineering, Ltd.
Results of Operations
Year Ended December 31, 1995 Compared to Year Ended December 31,
1994
The Company's operations for 1994 consisted of its liquid process
subsidiaries which have been retroactively reclassified to
discontinued operations because of the Company's 1995
discontinuance of its United States and foreign based environmental
service business segment. Operations for 1995 consisted
predominately of the Company's beverage business which was
acquired in 1995.
During 1995, the Company also acquired businesses intended to
operate in the medical services and beverage sectors. These
acquisitions were made predominately with shares of the Company's
common stock. In connection with the medical services
acquisition, the Company recorded cost in excess of net assets of
$624,432. Due to the acquired medical services business' 1995
operating results and projected future cash flows, the Company
recorded an expense of $624,432 to reflect the impairment of those
costs in excess of net assets.
Selling, general and administrative expenses increased to
$4,292,725 for 1995 compared to $2,662,626 for 1994, an increase of
$1,630,099. Included in selling general and administrative
expenses for 1995 is $2,073,697 of consulting and legal expense
which the Company contracted for and paid in shares of common
stock, compared to $1,346,574 for 1994. The $902,976 balance of the
increase in selling, general and administrative expense is
comprised of start-up costs of the Company's 1995 acquired
businesses. The loss from continuing operations for 1995 was
$4,813,936 compared to $2,737,389 for 1994.
The Company reported a loss from discontinued operations of
$2,620,424 for 1995, which included a $1,011,611 write-off of the
remaining balance of the cost in excess of net assets acquired of
the discontinued operations, a loss of $562,041 from operations to
the date of discontinuance, and estimated losses on the disposition
of the businesses assets and settlement of liabilities
Consolidated revenues from continuing operations were $172,087 for
the year ended December 31, 1995 as compared to $0 for the year
ended December 31, 1994.
Financial Condition and Liquidity
The Company's consolidated financial statements have been prepared
assuming that it will continue as a going concern. The Company has
suffered recurring losses from operations and has an excess of
current liabilities over current assets and a capital deficit that
raise substantial doubt about its ability to continue as a going
concern. The Company's continued existence is dependent on its
ability to achieve profitable operations and obtain additional
financing. Management's plans in regard to these matters are
described below. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company incurred a loss of $(7,434,360) and consumed cash in
operating activities of $1,523,589 for the year ended December 31,
1995 and had a working capital deficiency of $(1,478,363) and a
capital deficit of $(554,223) at December 31, 1995. At December
31, 1995, the Company had cash of $3,287.
To supplement the Company's inadequate cash flow, provide working
capital for operations and discontinuing operations of the liquid
process division, and to provide working capital to its new
acquisitions, during 1995, the Company completed private
placements of $1,017,517 through the sale of units consisting of
common stock and warrants, settled accounts payable of $861,575 by
the issuance of shares of common stock and contracted for and paid
legal and consulting fees of $2,073,697 in shares of common stock.
The Company significantly restructured its businesses in 1994 and
1995, taking steps intended to improve operations and cash flow,
including (1) discontinuing the unprofitable manufacturing
operations of its former liquid process equipment manufacturing
subsidiaries, terminating all staff, selling its office
building/manufacturing facility in the United States; (2) acquiring
new businesses which the Company believes are in greater growth,
higher profit margin industries; (3) reducing holding company
office facilities and personnel levels to reduce costs, (4)
eliminating in-house accounting operations and personnel and
providing for such services by retaining less-expensive outside
personnel. While the Company believes that these measures will
reduce the cash consumed in operations, there is no assurance that
revenues and profits of recent acquisitions will be sufficient to
fund all of the Company's operations.
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company's restructuring
strategy of owning businesses in higher growth, non-manufacturing
sectors. The Company anticipates that recent acquisitions should
provide the Company with the ability to cover fixed corporate
costs. Unless as otherwise stated herein, there are presently no
plans, understandings or arrangements with respect to any future
acquisitions.
The Company believes that should the aforementioned measures taken
to improve cash flow be successful, and provided that sales improve
due to the recent acquisitions, together with additional private
placements of which there is no assurance, existing cash and
capital resources will be sufficient to fund operations for the
next twelve months.
If the Company's cash flow improvement is less than anticipated to
enable the Company to have sufficient cash to fund operations for
the next twelve months, the Company would consider a sale of
certain subsidiaries, specific assets or operations or a corporate
reorganization or liquidation, although such actions are not
probable or imminent.
Historically, certain affiliates of the Company and others have
made advances to meet the Company's short-term cash needs. At
December 31, 1995, convertible promissory notes owed to such
persons aggregated approximately $215,600.
Inflation
The Company believes that its subsidiaries may be affected by
general economic trends and inflation. AccuMed's business may be
adversely affected if there are industry-wide reductions or
increases in health costs, health and other insurance premiums, or
new or revised governmental regulations which would require changes
in the subsidiary's methods of doing business. With respect to the
operations of the Company's beverage subsidiary, costs of raw
supplies, including plastic for bottles, sugar, fructose and fruit
flavorings, may be affected by greater inflation and restricted
worldwide supplies due to adverse trade, weather or environmental
factors. A slowdown in the economy may reduce sales to consumers
of the Company's beverage products which are discretionary. Price
increases if passed on to consumers may reduce sales.
The Company believes that any adverse impact of inflation upon any
one subsidiary may be mitigated by the diverse products and
services offered by the Company's other subsidiaries.
Future Accounting Pronouncements:
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121 "Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of," the statement
requires, among other things, impairment loss of assets to be held
and gains for losses from assets that are expected to be disposed
of be included as a component of income from continuing operations
before taxes on income. The Company will adopt the Statement as of
January 1, 1996 and its implementation is not expected to have a
material effect.
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123 "Accounting for Stock-Based Compensation." The
Statement establishes a fair value method for accounting for
stock-based compensation plans either through recognition or
disclosure. The Company does not presently intend to adopt the
fair value based method, but instead will, beginning in 1996,
disclose the effects of the calculation required by the Statement.
ITEM 7 - FINANCIAL STATEMENTS:
The consolidated financial statements and notes are included herein
beginning at page F-1.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE: None.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS
The following table sets forth information with respect to the
executive officers and directors of the Company who perform
policy-making functions:
Name Age
Position
Robert Springer 59 Chairman, Acting Chief Executive Officer
and Chief Financial Officer of the Company
Robert Springer was a co-founder of the Company and has served as
its Chairman of the Board of Directors since its inception in 1989.
Previously, Mr. Springer served as the Company's Acting Chief
Executive Officer and Acting Chief Financial Officer, a position he
resigned from on March 18, 1996. Mr. Springer resumed such
positions in November, 1996.
All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualified.
Officers are elected to serve, subject to the discretion of the
Board of Directors, until their successors are appointed.
Compliance with Section 16 of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's
securities, to file reports of ownership and changes in ownership
with the SEC. Such officers, directors and shareholders are
required by SEC regulations to furnish the Company with copies of
all such reports that they file.
Based solely on a review of copies of reports filed with the SEC
during the fiscal year ended December 31, 1995, all persons subject
to the reporting requirements of Section 16(a) filed the required
reports on a timely basis.
ITEM 10 - EXECUTIVE COMPENSATION
This section provides certain information regarding the
compensation, stock option grants and employment agreements to the
Company's Chief Executive Officer at December 31, 1995 and
executive officers of the Company who received salary and bonus in
excess of $100,000 for the 1995 fiscal year (collectively referred
to as the "Named Executive Officers").
Summary Compensation Table
The following table sets forth the cash and other compensation paid
or accrued by the Company and its subsidiaries to the Named
Executive Officers for the fiscal year ended December 31, 1995,
1994 and 1993:
Annual Compensation Long-Term Compensation (5)
- ------------------------------------------------------------------
Restricted
Name/ Stock LPTI Other Payouts/
Position Year Salary ($) Bonus($) Awards Options Compensation -
- ------------------------------------------- ----------------------
Robert
Springer/
Chairman
(formerly Chief Executive Officer)
1995(6) $ 0 $ 0 $105,000(7) 0 0
1994 $184,864(1)$240,400(3) $100,000(4) 0 0
1993 $274,418(2)$95,000(3) $ 0 0 0
(1) Includes compensation paid to consulting companies of which
Mr. Springer was the principal stockholder.
(2) Includes deferred salary of $35,651.
(3) A bonus fee paid to InterCapital, a company of which Mr.
Springer was a principal shareholder, pursuant to an agreement
between the Company and InterCapital.
(4) Includes 8,333 shares of immediately vested restricted common
stock issued in December 1994 in consideration of reducing the
terms of an employment and consulting agreement, reducing
salary and consulting fees relating to such agreements, and
entering into new employment and consulting agreements.
(5) All stock options awarded to Mr. Springer have been canceled by
him.
(6) In November and December, 1995, Mr. Springer canceled all
accrued and deferred salary and consulting fees owed to him
for all prior periods.
(7) Includes 29,167 shares of immediately vested restricted common
stock issued in November 1995 in consideration of continued
accruals and deferrals of salaries and fees, cancellation of
accrued fees and salaries owed by the Company to Mr. Springer
and/or his affiliated company.
Option Grants in 1995: None.
Directors Compensation
Employee directors receive no compensation for their services to
the Company as directors, but are reimbursed for expenses actually
incurred in connection with attending meetings of the Board of
Directors. Non-employee directors receive $1,000 per meeting for
a maximum of six in-person Board meetings plus expenses. An
additional $500 per meeting is paid to non-employee directors
attending in excess of six meetings.
Consulting and Employment Agreements
The Company entered into a six year consulting agreement with
Avalon Holdings, Inc., a company in which the Chairman of the
Company is a principal shareholder, effective April 1, 1996. The
annual base salary under the agreements is $250,000 per annum. In
view of the Company's financial condition, Avalon continues to
accrue all of its fees.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the beneficial ownership of common
stock as of October 28, 1996, by: (i)each of the Company's Named
Executive Officers and directors, (ii)each person who is known by
the Company to own beneficially more than 5% of the outstanding
shares of common stock, and (iii)all of the Company's executive
officers and directors as a group. Number of shares reflects the
Company's one for one twenty reverse split on March 29, 1996.
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
Robert Springer 78,783 (3) 6.1%
All Officers and directors 78,783 6.1%
of the Company as a group
_________________
(1) Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Exchange Act, except as otherwise noted and,
unless otherwise indicated, represents shares for which the
beneficial owner has only sole voting power but may not have
dispositive powers.
(2) The mailing address for all directors and executive officers
of the Company is c/o Emerald Capital Holdings, Inc., 2210 S.
Tamiami Trail, #6, Venice, FL. 34293.
(3) Represents 78,783 shares of Common Stock directly owned by
Avalon Holdings, Inc., a company of which Mr. Springer is a
principal shareholder, and Mr. Springer, the Company's
Chairman of the Board. On March 18, 1996, Mr. Springer canceled all
voting rights previously granted to him in certain voting proxies.
Mr. Springer has voluntarily canceled as of December
31, 1995, all stock options previously granted to him since the
founding of the Company in 1989.
Each of the parties listed above has sole voting and/or dispositive
power over the shares owned.
ITEM 12 - CERTAIN TRANSACTIONS
The Company, on June 7, 1995, amended its certificate of
incorporation in the State of Delaware.
In connection with the Company's private placement offering in
November, 1994 through January 1996, of 82,994 Units, each Unit
comprised of one share of the Company's Common Stock, one five year
warrant to purchase one share of Common Stock at $36 per share and
one five year warrant to purchase one share of Common Stock at $48
per share. The Company has granted certain "PiggyBack"
registration rights to the shares of common stock. Through
December 31, 1994, the Company paid to an affiliated company of one
of the Company's directors, Robert Springer, a fee of $52,900 for
its services in arranging such financing.
The Company discharged an aggregate of $955,163 of indebtedness
owed to various creditors through the issuance of 46,993 shares of
common stock in 1994 and 1995. Issuances in the amount of 89,717
shares were issued to employees and consultants for services
rendered, salaries, fees, and in connection with cancellation,
deferrals and accruals of salaries and fees owed. The Company has
granted "PiggyBack" registration rights to the shares of common
stock issued to creditors.
The Company's has received in 1995 and 1996 proceeds of $385,616
from various convertible bridge loans from certain stockholders
payable generally in January, 1997, carrying an interest rate of
8%, convertible into Common Stock at 25% of the bid price of the
Company's Common Stock on the date of conversion. Conversion
provides each shareholder with one common stock purchase warrant,
exercisable at any time within three years of the date of
conversion at an exercise price equal to the bid price on the date
of conversion. The Company has granted certain "PiggyBack"
registration rights to the shares of common stock. As of December
31, 1995, $215,600 was outstanding on these loans.
On November 5, 1996 Joseph P. Cillo resigned as Chief Executive
Officer, Chief Financial Officer and a Director. Mr. Springer, the
Company's Chairman, has assumed the positions as Acting Chief
Executive Officer and Acting Chief Financial Officer until the
appointment of replacements.
On September 30, 1995 and March 31, 1996 the Company entered into
an agreement to acquire two development stage businesses, Captive
Management Systems, Inc. and Captive Administrators, Inc.,
respectively. On November 5, 1996, the parties to the Agreements
modified the September 30, 1995 agreement and rescinded the March
31, 1996 agreement ( See Note L(c) to consolidated financial
statements).
See Also Item 10-Executive Compensation.
ITEM 13 - EXHIBITS AND REPORTS AND FORM 8-K
(a) EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of Delaware on
August 14, 1991(1)
3.1a Amended Certificate of Incorporation of the Company, as filed
with the Secretary of State of Delaware on June 7, 1995. (7)
3.1b Certificate of Amendment to Amended and Restated Certificate
of Incorporation, as amended (7)
3.2 Bylaws of the Company (2)
3.3 Certificate of Retirement of Preferred Stock as filed with the
Secretary of State of Delaware (3)
3.4 Amendment to By-Laws of the Company (6)
4.1 Warrant Agreement, dated as of August 13, 1991, among the
Company, American Stock Transfer & Trust Co. ("American") and
Stratton(1)
4.2 First Amendment, dated October 30, 1992, to Warrant Agreement,
dated August 13, 1991, among the Company, American and
Stratton(3)
4.3 Warrant Agreement, dated February 16, 1993, between the
Company and American(5)
4.4 Form of First Amendment to Warrant Agreement to be entered
into between the Company and American(5)
4.5 Specimen Common Stock Certificate(2)
4.6 Class A Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.7 Class B Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.8 Form of Class C Warrant(6)
4.9 Form of Class D Warrant(6)
10.1 Amended and Restated 1990 Stock Option Plan(4)
10.2 Form of Indemnification Agreement with Officers and
Directors(3)
10.3 Indemnification Agreement, dated August 17, 1991, between the
Company and Robert Springer(1)
10.4 Form of Confidential Information and Intellectual Property
Rights Agreement(2)
21. The following table sets forth the name of each subsidiary of
the Company and its jurisdiction of incorporation:
Name of Subsidiary Jurisdiction of Incorporation
AccuMed Systems, Inc. Florida
SportAde International, Inc. Delaware
Ocean Beverage International,
Inc. (in formation) Delaware
SunMed, Inc. Delaware
(formerly Licon Acquisition Corporation)
(b) REPORTS ON FORM 8-K
Form 8-K, dated November 8, 1995, as filed with the Securities and
Exchange Commission on November 10, 1995 reported, under Items 2
and 5 - Other Events, that the Company had acquired SportAde
International, Inc. and Captive Management Systems, Inc.; and would
appoint Touche Ross as receiver to liquidate Alval Process
Engineering, Ltd., and enter into discussions with a potential
purchaser of selected assets of the liquid process division.
Form 8-K, dated December 6, 1995, as filed with the Securities and
Exchange Commission on December 7, 1995, reported, under Item 5 -
Other Events, that Steven Debrovner, a Director, had resigned,
effective November 18, 1995.
Form 8-K, dated March 18, 1996, as filed with the Securities and
Exchange Commission on March 1996, reported, under Item 5 - Other
Events, that the Company had appointed Joseph P. Cillo as Chief
Executive Officer, Chief Financial Officer and a Director.
Form 8-K, dated April 8, 1996, as filed with the Securities and
Exchange Commission on March 1996, reported, under Item 5 - Other
Events, that Robert Springer had resigned as Acting Chief Executive
Officer and Acting Chief Financial Officer; that Mr. Springer had
canceled voting proxies for 18,122,500 shares which had been
granted him; that the Company had completed a reverse split of its
Common Stock at a ratio of 1 for 120 shares; that the Company's
subsidiary, SunMed, Inc. had completed the acquisition of the 20%
minority interest in Captive Management Systems, Inc. and completed
the acquisition of 100% of Captive Administrators, Inc.; that the
Company had requested a hearing with the National Association of
Securities Dealers (NASD) regarding a possible delisting of the
Company's stock from the NASDAQ Small Cap Market due to alleged
non-compliance with NASDAQ's alternative to its minimum bid price
criteria, among other matters.
Form 8-K, dated May 10, 1996 that the Company's securities were
delisted from the NASDAQ Small-Cap Stock Market on May 9, 1996, and
that, in the interim, the Company is considering applying for
listing on the NASDAQ Bulletin Board.
(1) Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991.
(2) Incorporated by reference to the Company's Registration
Statement on Form S-1, Registration No. 33-37194, dated August
13, 1991.
(3) Incorporated by reference to the Company's Registration
Statement on Form S-1, Registration No. 33-54030, dated
February 16, 1993.
(4) Incorporated by reference to the Company's Form S-8, dated
August 13, 1993.
(5) Incorporated by reference to the Company's Registration
Statement on Form S-1, Registration No. 33-72784, dated
February 9, 1994.
(6) Incorporated by reference to the Company's Annual Report, as
amended, on Form 10-KSB for the fiscal year ended December 31,
1994.
(7) Filed herewith.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMERALD CAPITAL HOLDINGS, INC.
BY: /s/ Robert Springer
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Robert Springer Chief Executive Officer November 13,
(Principal Executive Officer, 1996
Chief Financial Officer)
<PAGE>
EXHIBIT 3.1A
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED
OF
LICON INTERNATIONAL, INC.
The undersigned, being the Chairman of the Board and Chief
Executive Officer of LICON INTERNATIONAL, INC., a Delaware
corporation (the "Corporation"), does hereby certify as follows:
1. The Amended and Restated Certificate of Incorporation. as
amended, of the Corporation is amended by deleting in its entirety
Article First thereof and inserting in its place the following
Article First:
FIRST ARTICLE
NAME
The name of the corporation (hereinafter the "Corporation") is
Emerald Capital Holdings, Inc.
2. This Amendment to the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation was duly adopted by
(i) the Board of Directors of the Corporation in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware, and (ii) the stockholders of the Corporation, by
written consent, as provided in, and in accordance with, Section
228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has signed his name and
affirms, under penalties of perjury, that this instrument is the
act and deed of the Corporation and that the facts stated in this
instrument are true.
LICON INTERNATIONAL, INC.
By:/s/Robert Springer
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT 3.1b
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED
OF
EMERALD CAPITAL HOLDINGS, INC.
The undersigned, being the Chairman of the Board and Chief
Executive Officer of EMERALD CAPITAL HOLDINGS, INC., a Delaware
corporation (the "Corporation"), does hereby certify as follows:
1. The Amended and Restated Certificate of Incorporation. as
amended, of the Corporation is amended by the addition of the
following Section 4.9:
The Reverse Split will be formally implemented by amending the
present Article VI of the Company's Certificate of Incorporation,
as amended, to add the following Section 4.9:
"4.9 Effective as of 5:00 p.m., Eastern time, on March 29, 1996,
all outstanding shares of Common Stock held by each holder of
record on such date shall be automatically combined at the rate of
one-for-one hundred twenty without any further action on the part
of the holders thereof or this Corporation. No fractional shares
shall be issued. All fractional shares for one-half shares or more
shall be increased to the next higher whole number of shares and
all fractional shares of less than one-half share shall be
decreased to the next lower whole number of shares, respectively."
An appropriate amendment to the Company's Certificate of
Incorporation, as amended, will be filed with the Secretary of
State of the State of Delaware.
2. 2. This Amendment to the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation was duly adopted by
(i) the Board of Directors of the Corporation in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware, and (ii) the stockholders of the Corporation, by
written consent, as provided in, and in accordance with, Section
228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has signed his name and
affirms, under penalties of perjury, that this instrument is the
act and deed of the Corporation and that the facts stated in this
instrument are true.
EMERALD CAPITAL HOLDINGS, INC.
By:/S/Robert Springer
Chairman of the Board and
Chief Executive Officer
Emerald Capital Holdings, Inc.
Index to Consolidated Financial Statements
Report of Independent Certified Public Accountants F-2
Consolidated Balance Sheet F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders' Equity
(Capital Deficit) F-5
Consolidated Statements of Cash Flows F-7
Notes to Consolidated Financial Statements F-9
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Emerald Capital Holdings, Inc.
Tampa, Florida
We have audited the accompanying consolidated balance sheet of
Emerald Capital Holdings, Inc. and subsidiaries as of December 31,
1995 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two years in
the period 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 Emerald Capital Holdings, Inc. and subsidiaries at
December 31, 1995, and the results of their operations and their
cash flows for each of the two years in the period then ended in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note B to the consolidated financial
statements, the Company has suffered recurring losses from
operations and has an excess of current liabilities over current
assets and a capital deficit that raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note B. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Miami, Florida BDO Seidman, LLP
October 4, 1996, except for Note L(c)
which is as of November 5, 1996
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Note B)
Assets
Current Assets
Cash $ 3,287
Accounts receivable 34,384
Inventories 58,404
Prepaids and other 30,541
----------
Total Current Assets 126,616
Property and equipment, net(Note C) 463,961
Cost in excess of net assets acquired, less
accumulated amortization of $15,640 (Note D) 630,748
Other Assets 6,631
----------
$ 1,227,956
==========
Liabilities and Capital Deficit
Current Liabilities
Current maturities of notes payable (Note E) $ 200,667
Accounts payable and accrued expenses 1,404,312
Total Current Liabilities 1,604,979
Notes payable, less current maturities (Note E) 177,200
----------
Total Liabilities 1,782,179
----------
Commitments, Contingencies and Subsequent Events (Notes J and L)
Capital Deficit
Common Stock $.001 par value, authorized
833,333 shares, issued and outstanding
277,493 277
Additional paid-in capital 20,545,586
Deficit (21,080,086)
Due from stockholder (20,000)
-----------
Total capital deficit (554,223)
-----------
$ 1,227,956
===========
See accompanying notes to consolidated financial statements.
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
1995 1994
-----------------------
Sales (Note I) $ 172,087 $ -
Cost of goods sold 59,496 -
Selling, general and administrative
expenses (Notes F and J) 4,292,725 2,662,626
Impairment of cost in excess of net assets
acquired (Note D) 624,432 -
---------- -----------
Loss from continuing operations (4,804,566) (2,662,626)
Other (income) expenses:
Interest expense 9,370 47,658
Currency exchange losses and other - 27,105
---------- ----------
Loss Before Discontinued Operations (4,813,936) (2,737,389)
---------- ----------
Discontinued operations (Note H):
Loss from operations of discontinued
environmental services business segment (562,041) (1,306,600)
Loss from disposal of environmental
services business segment (2,058,383) -
---------- ----------
Loss from discontinued operations (2,620,424) (1,306,600)
---------- ----------
Net Loss $ (7,434,360) $(4,043,989)
========== ==========
Loss per common share
Continuing operations $(28.21) $(148.77)
Discontinued operations (15.35) (71.01)
------- --------
Net loss per common share $(43.56) $(219.78)
======= ========
Weighted average number of outstanding
shares of common stock 170,682 18,400
======= =======
See accompanying notes to consolidated financial statements.
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(Notes D and F) PAGE 1 OF 2
Common Stock Additional Cumulative
Shares Amount Paid-in- Translation
Capital Adjustment
------- ------- ----------- ----------
Balance December 31, 1993 8,405 $ 8 $10,785,878 $ 7,742
Issuance of shares in
connection with consulting
and legal services 22,491 22 1,346,552 -0-
Issuance of common stock, net
of offering costs 32,720 33 2,585,792 -0-
Issuance of common stock in
connection with conversion
of debt 4,733 5 113,583 -0-
Cancellation of stockholder
note (44) - ( 76,000) -0-
Foreign currency translation
adjustment -0- - -0- 35,955
Net loss -0- - -0- -0-
------- ------ ---------- ---------
Balance December 31, 1994 68,305 68 14,755,805 43,697
Issuance of shares in
connection with consulting
and legal services 67,226 67 2,073,630 -0-
Issuance of shares in
connection with acquisition
of Accu-Med 15,833 16 799,984 -0-
Issuance of shares in
connection with acquisition of
Captive Management Systems 12,500 12 37,188 -0-
Issuance of shares in
connection with acquisition
of SportAde International 16,667 17 999,983 -0-
Issuance of common stock, net
of offering cost 54,702 55 1,017,463 -0-
Issuance of common stock in
settlement of accounts
payable 42,260 42 861,533 -0-
Foreign currency translation
adjustment -0- - -0- (43,697)
Net loss -0- - -0- -0-
-------- ------ --------- ---------
Balance December 31, 1995 277,493 $ 277 $20,545,586 $ -0-
======== ===== ========== =========
See accompanying notes to consolidated financial statements
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(Notes D and F) PAGE 2 OF 2
Due From
Stocholder Deficit Total
---------- --------- ---------
Balance December 31, 1993 $ ( 76,000) $(9,601,737) $ 1,115,891
Issuance of shares in
connection with consulting
and legal services -0- -0- 1,346,574
Issuance of common stock, net
of offering costs -0- -0- 2,585,825
Issuance of common stock in
connection with conversion
of debt -0- -0- 113,588
Cancellation of stockholder
note 56,000 -0- (20,000)
Foreign currency translation
adjustment -0- -0- 35,955
Net loss -0- (4,043,989) (4,043,989)
--------- ---------- -------
Balance December 31, 1994 (20,000) (13,645,726) 1,133,845
Issuance of shares in
connection with consulting
and legal services -0- -0- 2,073,697
Issuance of shares in
connection with acquisition
of Accu-Med -0- -0- 800,000
Issuance of shares in
connection with acquisition of
Captive Management Systems -0- -0- 37,200
Issuance of shares in
connection with acquisition
of SportAde International -0- -0- 1,000,000
Issuance of common stock, net
of offering cost -0- -0- 1,017,517
Issuance of common stock in
settlement of
accounts payable -0- -0- 861,575
Foreign currency translation
adjustment -0- -0- (43,697)
Net loss -0- (7,434,360)(7,434,360)
-------- ----------- ---------
Balance December 31, 1995 $ (20,000)$(21,080,086) $(554,223)
======== =========== ==========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. PAGE 1 OF 2
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Note N)
Year ended December 31,
1995 1994
OPERATING ACTIVITIES ----------------------
Net loss $(7,434,360) $(4,043,989
Noncash adjustments:
Depreciation and amortization 154,051 360,826
Common stock issued for services 2,073,697 1,345,574
Impairment of cost in excess
of net assets acquired 624,432 -0-
Loss on discontinued operations 2,039,809 -0-
Cash provided (used) by changes
in assets and liabilities:
Accounts receivable 455,188 (532,991)
Inventories (11,275) 70,583
Prepaid expenses and other (20,445) (10,096)
Accounts payable and accrued
expenses 768,559 439,813
Other assets 93,170 (15,369)
Discontinued operations -
change in working capital (266,415) 178,591
---------- ----------
NET CASH (USED IN) OPERATING
ACTIVITIES (1,523,589) (2,206,058)
---------- ----------
INVESTING ACTIVITIES
Investment activities of
discontinued operations 277,062 (111,991)
Increase in other assets -0- (15,369)
Payments for acquisition of
businesses, net of cash acquired (4,565) -0-
---------- ----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 272,497 (127,360)
---------- ----------
FINANCING ACTIVITIES
Increase in indebtedness to
related parties, including
accrued interest 215,600 211,095
Payment of indebtedness to
related parties, including
accrued interest -0- (280,153)
Payments on long-term debt
and revolving lines of credit (66,685) (71,394)
Payments on notes payable -0- (68,072)
Net proceeds from common
stock issuances 1,017,517 2,565,825
----------- ----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 1,166,432 2,357,301
----------- ----------
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. PAGE 2 OF 2
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Note N)
Year ended December 31,
1995 1994
----------------------
EFFECT OF EXCHANGE RATE CHANGES (43,697) 35,955
---------- --------
NET (DECREASE) INCREASE IN CASH (128,357) 59,838
CASH AT BEGINNING OF YEAR 131,644 71,806
--------- --------
CASH AT END OF YEAR $ 3,287 $ 131,644
========= ========
See accompanying notes to consolidated financial statements.
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Business:
Emerald Capital Holdings, Inc. (formerly Licon International,
Inc.) and subsidiaries (the Company) is principally engaged in
acquiring, managing and developing businesses in the medical,
insurance, and finance sectors and the distribution, licensing,
and manufacture of beverages.
During 1995, the Company discontinued its United States and
foreign based environmental services business segment.
Continuing operations and assets for 1995 consisted predominately
of the Company's beverage business and general corporate
expenses.
Principles of Consolidation:
The consolidated financial statements include the accounts of
Emerald Capital Holdings, Inc. and all of its subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
Preparation of Financial Statements
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 reporting
period. Actual results could differ from those estimates.
Per Share Data:
In 1996, the shareholders of the Company approved a one for one
hundred and twenty reverse stock split. All share and per share
amounts have been retroactively adjusted.
Net loss per share of common stock is computed based on net loss,
and the weighted average number of common shares outstanding.
Common stock equivalents are anti-dilutive for all periods
presented and accordingly are not included in the computation.
Cash Equivalents:
The Company considers all highly liquid debt securities with a
maturity of three months or less when purchased to be cash
equivalents for the purposes of the statement of cash flows.
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventories:
Inventories consist principally of beverages available for sale
and are stated at the lower of cost (first-in, first-out method)
or market.
Property and Equipment:
Property and equipment is stated at cost, less accumulated
depreciation. Depreciation is computed using the straight-line
method over the useful lives of the assets, which range from
three to thirty years.
Cost in Excess of Net Assets Acquired:
Cost in excess of net assets acquired is being amortized on a
straight-line basis over a period of 10 years. The Company, on
an ongoing basis, evaluates the operations using undiscounted
estimated future cash flows of the acquired businesses and
assesses recoverability of the recorded amounts of cost in excess
of net assets acquired. Provisions for impairment are recorded
upon the Company's determination that cash flows of the acquired
businesses will be insufficient to recover the associated cost in
excess of net assets acquired.
Income Taxes:
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109. The
statement requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary
differences between the carrying amounts and tax basis of assets
and liabilities.
Future Accounting Pronouncements:
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121 "Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." The Statement
requires, among other things, impairment loss of assets to be
held and gains or losses from assets that are expected to be
disposed of be included as a component of income from continuing
operations before taxes on income. The Company will adopt the
Statement as of January 1, 1996 and its implementation is not
expected to have a material effect.
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock-Based Compensation."
The Statement establishes a fair value method for accounting for
stock-based compensation plans either through recognition or
disclosure. The Company does not presently intend to adopt the
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fair value based method but instead will, beginning in 1996,
disclose the effects of the calculation required by the
statement.
NOTE B - FINANCIAL CONDITION AND LIQUIDITY
The Company's consolidated financial statements have been
prepared assuming that it will continue as a going concern. The
Company has suffered recurring losses from operations and has an
excess of current liabilities over current assets and a capital
deficit that raise substantial doubt about its ability to
continue as a going concern. The Company's continued existence
is dependent on its ability to achieve profitable operations and
obtain additional financing. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
The Company incurred a loss of $(7,434,360) and consumed cash in
operating activities of $(1,523,589) for the year ended December
31, 1995 and had a working capital efficiency of $(1,478,363) at
December 31, 1995.
The Company significantly restructured its businesses in 1995,
taking steps designed to improve operations and cash flow,
including (1) discontinuing the unprofitable manufacturing
operations of its former environmental services business segment,
terminating all staff, selling its office building/manufacturing
facility in the United States; (2) acquiring new businesses which
the Company believes are in greater growth, higher profit margin
industries; (3) reducing holding company office facilities and
personnel levels to reduce costs, (4) eliminating in-house
accounting operations and personnel and providing for such
services by retaining less-expensive outside personnel. While
the Company believes that these measures will reduce the cash
consumed in operations, there is no assurance that revenues and
profits of recent acquisitions will be sufficient to fund all of
the Company's operations.
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company's restructuring
strategy of owning businesses in higher growth, non-manufacturing
sectors.
If the Company's cash flow improvement is less than sufficient to
enable the Company to fund operations over the next twelve
months, the Company would consider a sale of certain
subsidiaries, specific assets or operations or a corporate
reorganization or liquidation, although such actions are not
probable or imminent.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Equipment $ 787,621
Software 15,000
Vehicles 90,432
---------
893,053
Less accumulated depreciation (429,092)
---------
$ 463,961
=========
NOTE D - ACQUISITIONS
The Company acquired all of the assets of AccuMed Systems, Inc.
in March, 1995, in a transaction accounted for as a purchase, in
exchange for aggregate consideration of $800,000 consisting of
15,833 shares of common stock and warrants to acquire 15,833
shares of common stock at $60.00 per share, exercisable through
March 23,1999. In the event that the shares of common stock
issued in connection with this transaction have a market value of
less than $800,000 in March 1998, the Company is obligated to
issue up to 8,333 additional shares of common stock so that the
aggregate market value of the common stock issued is $800,000.
Cost in excess of net assets acquired aggregated $624,432. Due
to the acquired business' 1995 operating performance and
projected future cash flows, the cost in excess of net assets
acquired became impaired and has been expensed.
Effective September 30, 1995, the Company acquired the assets of
SportAde International, Inc. for aggregate consideration of
$1,000,000 consisting of 16,667 shares of stock and warrants to
acquire 16,667 shares of common stock at $24 per share,
exercisable through September 2000. In the event that the common
stock and warrants issued in connection with this transaction
have a market value of less than $1,000,000 in September 1998,
the Company is obligated to issue such number of additional
shares of common stock so that the aggregate market value of
common stock issued is $1,000,000. Cost in excess of net assets
acquired aggregated $646,388.
Effective September 30, 1995, the Company acquired eighty percent
of the outstanding common stock of Captive Management Systems,
Inc. for aggregate consideration consisting of 12,500 shares of
common stock. In the event that the shares of common stock issued
in connection with this transaction have a market value of less
than $60 per share in September 1996 or less than $120 per share
in September 1997, the Company agreed to issue such additional
shares of common stock so that one-half of the shares initially
issued have a value of $375,000 and $750,000 on such dates. The
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
shares of common stock issued in connection with the transaction
were valued at the $37,200 net book value (which approximates
fair market value) of the net assets acquired. Subsequent to the
acquisition, a principal shareholder of Captive Management
Systems, Inc., became the Chief Executive and Chief Financial
Officer of Emerald Capital Holdings, Inc. (Note L(c)).
The following table summarizes the pro forma consolidated results
of operations (unaudited) as though the above acquisitions were
made at January 1, 1994. The pro forma amounts give effect to
appropriate adjustments for the fair value of net assets
acquired, amortization of the cost in excess of net assets
acquired and issuance of shares of common stock.
Year ended December 31,
1995 1994
(Unaudited)
Sales $ 636,000 $ 1,774,000
Loss before discontinued operations $ (4,805,000) $(2,898,000)
Net Loss $ (7,425,000) $(4,205,000)
Loss per common share:
Continuing operations $ (23.50) $ (45.71)
Discontinued operations (12.82) (20.61)
------- -------
Net loss per common share $ (36.32) $ (66.32)
======= =======
NOTE E - NOTES PAYABLE
Note payable to bank bears interest at prime
plus 1.5% (10% at December 31, 1995),
principal and interest payable monthly to
December 31, 1996, collateralized by certain
equipment and guaranteed by the Chairman
of the Company's Board of Directors $ 139,907
Note payable, interest at 16%, matured
October 1996, unsecured 22,360
Notes payable to stockholders, bearing interest
at 8%, principal and interest due through
January 1997, unsecured, convertible into
common stock 215,600
---------
377,867
Less current maturities 200,667
---------
$ 177,200
=========
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - COMMON AND PREFERRED STOCK
(1) During 1994, a warrant-holder exercised its Class A and
Class B warrants and purchased 4,167 shares of common stock for
$1,687,000.
(2) In 1994, the Company, in connection with its reverse stock
split, retired 44 shares owned by a consultant in consideration
for the cancellation of a related $76,000 note payable.
(3) During 1994, 22,491 shares of common stock valued at
$1,346,547 were issued for legal and consulting services
including 4,167 shares of common stock valued at $50,000 to the
Company's Chairman and an affiliated company.
(4) During 1994, the Company issued 28,292 units, in a private
placement, each unit comprised of one share of common stock, one
warrant exercisable at $48 per share and one warrant exercisable
at $36 per share. The warrants expire in 1999. The Company
received cash proceeds of $679,000 less offering costs of
approximately $53,000 paid to a company affiliated with a member
of the Company's Board of Directors pursuant to his
employment/consulting agreement. The Company issued an
additional 4,733 units to such member of the Company's Board of
Directors in repayment of indebtedness owed to him of $113,588,
which transaction has been canceled in 1995.
(5) During 1995, the Company issued 54,702 shares of common
stock in a private placement. The Company received cash proceeds
of $1,017,517.
(6) During 1995, 67,226 shares of common stock valued at
$2,073,697 were issued to employees in payment of salaries and
expenses, to the Company's legal counsel in payment of legal fees
and for consulting services.
NOTE G - STOCK OPTIONS, WARRANTS AND RIGHTS
Stock Option Plan:
The Company's Stock Option Plan (the "Plan'), as amended,
provides for the grant of up to 528 options to purchase common
stock to directors, officers and other key employees of the
Company.
On June 10, 1993, the Company granted 83 options under the Plan
to purchase common stock at an exercise price of $1,128 per share
to the Chairman of the Board of Directors of the Company. Such
options are immediately exercisable and expire on June 9, 1998.
In addition, on June 10, 1993, the company granted 94 options
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
under the Plan to purchase common stock at an exercise price of
$1,044 per share to employees of the Company. Such options are
immediately exercisable and expire on June 9, 1998.
During 1993 employees exercised 27 options for $31,661. No
employees were granted or exercised options during 1994 and 1995.
Non-Plan Options:
On June 10, 1993, pursuant to a consulting agreement with
InterCapital, of which the Chairman of the Board of Directors of
the Company is the principal stockholder, the Company granted an
aggregate of 1,042 options to purchase common stock immediately
exercisable at a price of $1,050 per share and expiring on June
9, 2003; and cancelled an aggregate of 979 options to purchase
common stock. Between August 9, 1993 and September 3, 1993 a
total of 304 of the options were exercised for $319,375. In
December 1994, 117 options were exercised for $122,500.
On July 1, 1993, the Company granted the Chairman of the Board of
Directors of the Company an option to purchase 83 shares of
common stock at an exercise price of $1,044 per share pursuant to
an employment agreement. Such options are vested and expire on
June 30, 2003.
On July 1, 1993, the Company granted the then Chief Executive
Officer, options to purchase 250 shares of common stock at an
exercise price of $1,128 per share pursuant to an employment
agreement, of which 146 were exercised in 1994 for $164,500 and
21 were exercised in 1993 for $23,500. The remaining options
expire in 1998.
On July 1, 1993, the Company granted two consultant advisors of
the Company a stock option to each purchase 250 shares of common
stock at an exercise price of $1,128 per share for legal
services. Such options expire on June 30, 1998.
The Company believes the exercise price of options to be equal to
or in excess of the fair value of the Company's stock at the
grant dates as determined by the Board of Directors by reference
to the NASD price of the traded Company's common stock at the
dates of option grants or, prior to the Company's initial public
offering, at an estimated fair value.
Warrants and Rights:
During August of 1991, as part of the initial public offering,
the Company issued 1,260 units which consisted of one share of
common stock and one warrant ("1991 Warrant"). Each 1991 Warrant
entitled the holder therefore to purchase one share of common
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
stock at an exercise price of $5,400 until December 31, 1996. On
February 16, 1993, the exercise price of the 1991 Warrants was
reduced to $1,800 per share. No 1991 Warrants have been
exercised.
On June 10, 1993, the Company granted a stock purchase warrant to
purchase 5 shares of common stock at an exercise price of $1,128
which expired on June 9, 1996. These warrants were issued as
consideration for consulting services provided to the Company.
NOTE H - DISCONTINUED OPERATIONS
In November 1995, the Company's environmental services operations
in the United Kingdom were placed into receivership in an action
instituted by the Company and Clysdale Bank. Also during 1995,
the Company permanently ceased its United States based
environmental services operations. All operations of the
Company's environmental services business segment are included in
discontinued operations in the accompanying statements of
operations. There were no significant operations subsequent to
the date of discontinuance and the segment's remaining assets and
liabilities are immaterial. Revenues of the discontinued
operations were $2,112,000 and $4,814,819 for 1995 and 1994,
respectively. For 1994, one individual customer accounted for
more than 10% of revenues and export sales, principally to Asia,
approximated 11% of revenues.
Note I - Business Segments
Information concerning the Company's business segments is as
follows:
Year ended December 31, 1995
Corporate
Medical Insurance Beverage and other Consolidated
Revenues $ 39,448 $ - $ 96,167 $ 36,472 $ 172,087
Operating
income
(loss) $ 628 $ - $ (99,174) $(4,715,390) $(4,813,936)
Identifiable
assets $ 72,250 $ 47,921 $1,055,526 $ 52,259 $ 1,227,956
Operating income (loss) represents total revenues less direct
operating expenses. Corporate and other include miscellaneous
revenues, interest expense, the $624,432 impairment of cost in
excess of net assets and general corporate expenses.
Identifiable assets are those used in the Company's operations in
each segment.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's operating loss for 1994 was comprised entirely of
corporate expenses as a result of discontinuance of the
environmental services business segment.
NOTE J - COMMITMENTS AND CONTINGENCIES
Leases:
The Company leases its office premises pursuant to operating
leases expiring through March 1998.
Rent expense associated with continuing operations aggregated
approximately $20,000 and $14,000 for 1995 and 1994,
respectively. Future minimum rental payments are as follows:
1996 $ 56,000
1997 49,000
1998 8,000
--------
$113,000
Legal Proceedings: ========
In March 1995, the Company's discontinued subsidiary, Licon, Inc.
received notice that a request for arbitration was accepted by
the Korean Commercial Arbitration Board in the matter of Sambo
Fine Chemical Mfg. Co., Ltd. and Licon, Inc. The complainant in
such matter sought a refund of $516,300 together with certain
alleged interest due. Licon, Inc., previously agreed to
repurchase the unit for $516,300 of which $250,000 is accrued and
was to have been paid in 1994 with the balance payable upon the
resale of the equipment. Licon, Inc. has not paid any of such
amount. The Company has subsequently informed the Arbitration
Board in 1995 that Licon, Inc. has been discontinued and is no
longer in business and therefore any repurchase offer is
withdrawn. The Company has received no further responses from
any party in Korea.
Employment Arrangements:
The Company entered into a three year employment agreement with
the President of SportAde International, Inc., effective October
1, 1995, with an annual base salary of $65,000 per annum,
increasing by $10,000 per annum in each of the following two
years.
Mr. Springer, the Company's Chairman of the Board, canceled his
employment and consulting agreements in 1995. The Company entered
into a six year consulting agreement with Avalon Holdings, a
Company in which Mr Springer is a principal shareholder,
effective April 1, 1996. The annual base salary under the
agreement is $250,000 per annum.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE K - INCOME TAXES
At December 31, 1995, the Company had net operating loss
carryforwards for income tax purposes of approximately
$17,000,000 which expire substantially from 2005 through 2010.
Deferred income taxes are comprised principally of the following
at December 31, 1995:
Net operating loss carryforwards $ 6,500,000
Deferred tax asset valuation
allowance (6,500,000)
Net deferred tax asset $ -
Realization of any portion of the net deferred tax asset, of
approximately $6,500,000 at December 31, 1995, is not considered
more likely than not and accordingly, a valuation allowance has
been provided for such amount. Changes in ownership of greater
than 50% which occurred as a result of the Company's initial
public offering and subsequent stock issuances resulted in a
substantial annual limitation being imposed upon the future
utilization of the net operating losses for U.S. tax purposes.
NOTE L - SUBSEQUENT EVENTS
(a) On March 31, 1996, the Company acquired all of the assets of
Captive Administrators, Inc., in exchange for 500,000 shares of
common stock and $17,500 in cash. In the event that the shares
of common stock issued in connection with the transaction have a
market value of less than $500,000 in March 1998, the Company is
obligated to issue additional shares of common stock so that the
aggregate market value of the common stock issued is $500,000.
(b) Also on March 31, 1996, the Company acquired the 20%
minority interest previously outstanding in Captive Management
Systems, Inc., in exchange for 2,500,000 shares of common stock
and $17,500 in cash. In the event that the shares of common
stock issued in connection with this transaction have a market
value of less than $2,500,000 in March 1999, the Company is
obligated to issue additional shares of common stock so that the
aggregate market value of common stock issued is $2,500,000.
(c) On November 5, 1996, the Company, Captive Management
Systems, Inc., and Captive Administrators, Inc., agreed to
rescind the above mentioned March 31, 1996 transactions and
modify the terms of the September 30, 1995 acquisition of eighty
percent of the outstanding common stock of Captive Management
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Systems, Inc. As a result of the modifications, the Company's
agreement to issue additional shares of common stock in
connection with the September 30, 1995 transaction was rescinded.
The Company agreed to indemnify each of Captive Management
Systems, Inc., Captive Administrators, Inc., and their
stockholders against any actions, judgments or lawsuits that may
result from their relationships with the Company.
NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist principally of cash,
accounts receivable, accounts payable and accrued expenses, and
notes payable. The carrying amounts of such financial
instruments as reflected in the consolidated balance sheet
approximate their value as of December 31, 1995. The estimated
fair value is not necessarily indicative of the amounts the
Company could realize in a current market exchange or of future
earnings or cash flows.
NOTE N - SUPPLEMENTAL CASH FLOW INFORMATION
The following are supplemental disclosures to the Consolidated
Statements of Cash Flows:
Year ended December 31,
1995 1994
Interest paid for 1995 and 1994 $ - $ 99,000
Non-cash investing and financing activities:
Common stock (67,226 shares for 1995 and
22,491 shares for 1994) issued for legal
and consulting services 2,073,697 1,346,574
Common stock (42,260 shares) issued in
settlement of accounts payable 861,575 -
Units issued for forgiveness of debt - 113,588
Common stock (15,833 shares) issued in
connection with the acquisition of Accu-Med 800,000 -
Common stock (12,500 shares) issued in
connection with the acquisition of Captive
Management Systems, Inc. 37,200 -
Common stock (16,667 shares) issued in
connection with the acquisition of
SportAde International, Inc. 1,000,000 -
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[CASH] 3,287
[SECURITIES] 0
[RECEIVABLES] 34,384
[ALLOWANCES] 0
[INVENTORY] 58,404
[CURRENT-ASSETS] 126,616
[PP&E] 893,053
[DEPRECIATION] 429,092
[TOTAL-ASSETS] 1,227,956
[CURRENT-LIABILITIES] 1,782,179
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 277
[OTHER-SE] (554,500)
[TOTAL-LIABILITY-AND-EQUITY] 1,227,956
[SALES] 172,087
[TOTAL-REVENUES] 172,087
[CGS] 59,496
[TOTAL-COSTS] 59,496
[OTHER-EXPENSES] 4,917,157
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 9,370
[INCOME-PRETAX] (4,813,936)
[INCOME-TAX] 0
[INCOME-CONTINUING] (4,813,936)
[DISCONTINUED] (2,620,424)
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (7,434,360)
[EPS-PRIMARY] (44)
[EPS-DILUTED] (44)
</TABLE>
