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, 1997
[ ] 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.
(Exact name of Issuer as specified in charter)
DELAWARE 22-3096351
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or
organization)
4195 S. Tamiami Trail, #140, Venice, Fl. 34293
(Address of principal executive offices)(zip code)
(941) 484 5995
(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 th e 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, 1997 were
$0._________.
As of December 31, 1997 (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 OTC Bulletin Board; (ii) 1,419,533
shares of
the Registrant's common stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
1997 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
Item Number and Caption
Page
PART I
Item 1.
Business 3
Item 2.
Property 5
Item 3.
Legal Proceedings 5
Item 4.
Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 5
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
Item 7. Financial Statements 7
Item 8. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosures 8
PART III
Item 9. Directors and Executive Officers 8
Item 10. Executive Compensation 8
Item 11. Security Ownership of Certain Beneficial Owners and
Management 9
Item 12. Certain Transactions
10
Item 13. Exhibits and Reports on Form 8-K 10
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.
The
Company has no operations. The Company is seeking acquisitions. See -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Subsequent Events."
Background
The Company has significantly restructured its business and has closed or sold
all
unprofitable operations. See "Certain Transactions" and "Management's
Discussion
and Analysis of Financial Condition and Operations" and "Subsequent Events."
Business Strategy
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.
The
Company has no operations. The Company is seeking acquisitions. See -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Subsequent Events."
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. There is no assurance that the Company will be able to acquire
any
businesses directly or through reverse merger.
The Company may in the future utilize the SportAde name, beverage concept and
trademark for an isotonic sports drink from its former beverage subsidiary,
SportAde,
Inc. to enter the beverage business, or to sell, license for use, or otherwise
develop a
beverage business.
Manufacturing and Suppliers
None.
Research and Development
The Company has no research and development operations.
Marketing, Sales and Customers
None.
Backlog
The Company had no material backlog of orders at December 31, 1997.
Patents and Proprietary Rights
The Company does not own any patents for any products. The Company may in the
future utilize the SportAde name, beverage concept and trademark for an
isotonic
sports drink from its former beverage subsidiary, SportAde, Inc. to enter the
beverage
business, or to sell, license to or otherwise develop a beverage business.
Competition
There is significant competition in the sectors in which the Company does
business.
Most of the Company's competitors have significantly greater technical,
financial and
marketing resources than the Company.
In the consumer products sector in which the Company might utilize the SportAde
name, concept and or arrange licenses, there are with strong brand-names
(Coca-Cola,
Pepsi, GatorAde, among many others), substantial financial resources far in
excess of
the Company's, large experienced staffs, and a wide range of products.
In certain overseas markets which may be interested in developing or licensing
the
SportAde beverage name and concept, there is often economic and/or governmental
instability, volatile exchange rates and/or currency transfer restrictions.
There is no
assurance whatsoever that SportAde can be marketed successfully to these or any
markets and that if such licensing does occur, that there will be profitable
margins for
the Company.
Employees
As of December 31, 1997 the Company and its former subsidiary had four
employees,
all of whom are in management and sales. The Company retains additional
contract
employees as needed. None of the Company's employees is represented by a
labor
union. The Company considers its employee relations to be good. As of
November
19, 1998, the Company had no paid employees.
ITEM 2 - PROPERTY
The Company utilizes at no cost minimum office facilities. It believes that
its facilities
are suitable for its present operations. If required, the Company believes that
additional
space is available at favorable rental rates.
ITEM 3 - LEGAL PROCEEDINGS
The Company is a plaintiff and defendant in several legal proceedings the
outcome of
which is uncertain. The Company cannot estimate whether the positive or
adverse
outcome of such proceedings would have a material effect on the Company's
business.
See "Certain Transactions" and Note J to the Financial Statements.
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, 1997.
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, 1995 through December 31, 1996. 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, and the 1:120 reverse stock
split
effective March 29, 1996, except for the second quarter of 1996, 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, 1996 Common Stock
High Low
First Quarter $1/64 $3/32
Second Quarter (1) $3 5/8 $4 3/4
Third Quarter (2)
Fourth Quarter (2)
(1) The Company effected a 1:120 reverse split effective March 29, 1996.
(2) 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 is
applying for listing on the OTC Bulletin Board. The Company believes that its
common stock will be listed
on the OTC 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 December 31, 1997, 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, the total of which is unknown
On May 8, 1996, the last closing bid price of the common stock on NASDAQ was
$4.25.
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 Company's 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. No warrants were traded in
1996 according to the
NASDAQ stock market in May, 1996.
ITEM 6-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Background
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.
The
Company has no operations. The Company is seeking acquisitions. See -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Subsequent Events."
.
Results of Operations
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Operations for 1996 consisted of the Company's medical service business which
has
been sold.
The Company has written off in 1996 leasehold improvements and assets of
divested
and/or discontinued subsidiaries.
Selling, general and administrative expenses decreased to $0 for 1997 compared
to
$(111,092) for 1996, due to the elimination of expenses for discontinued
operations and
cessation of operations.
The Company reported a loss from discontinued operations of $1,057,403 for
1996,
which included a $156,118 write-off of the remaining balance of loans to a
development
stage company in which the Company had invested, and estimated losses on the
disposition of other businesses assets of $30,307, reflecting the write-off of
equipment
and lease-hold improvements of a subsidiary.
Financial Condition and Liquidity
The Company's continued existence is dependent on its ability to acquire, merge
or
conclude a reverse merger, and/or 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 $0 and consumed no cash in operating activities
for
the year ended December 31, 1997 and had a working capital deficiency of
$(682,741)
and a capital deficit of $(21,991,997) at December 31, 1997.
The Company has no paid employees and no operations.
If the Company cannot conclude an acquisition, merger, reverse merger, or
become
relisted on the OTC Bulletin Board, the Company would consider a corporate
reorganization or liquidation.
Historically, certain affiliates of the Company and others have made advances
to meet
the Company's short-term cash needs. At December 31, 1997, convertible
promissory
notes owed to such persons aggregated approximately $300,000. In addition,
all
accrued salaries and deferred payments, including all reimbursable expenses,
have
been forgiven by an affiliate.
Inflation
As the Company has no operations presently, there are no inflationary
considerations.
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 (Unaudited):
The unaudited consolidated financial statements and notes are included herein
beginning at page F-1. The financial statements for 1995, 1996 and 1997 are
unaudited.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
The Company has dismissed BDO Seidman LLP and BDO Seidman LLP has resigned
as the Company's independent auditors in June, 1997. See "Reports on Form
8-K".
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 61 Chairman
Mr. Springer presently serves as the Company's Acting Director, Chief Executive
Officer
and Acting Chief Financial Officer and intends to resign these positions
immediately
upon the appointment of new executives and directors.
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, 1996, 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 executive officers of the
Company who received salary and bonus in excess of $100,000 for the 1997 fiscal
year (collectively referred to as the "Named Executive Officers").
Summary Compensation Table
The following table sets forth the cash and other compensation paid or accrued
by the
Company and its subsidiaries to the Named Executive Officers for the fiscal
year ended
December 31, 1997, 1996 and 1995:
Annual Compensation Long-Term Compensation
Restricted
Stock All Other
Name/Position Year Salary ($) Bonus($) Awards Options LTIP
Compensation
Robert Springer 1997 0 0 0 0 0
0
Chairman (5) 1996 0 0 0 0 0
0
1995 0 0 $105,000(4) 0 0
0
(1) Includes compensation paid to consulting companies of which Mr. Springer
was the principal
stockholder.
(2) All stock options awarded to Mr. Springer have been canceled by him.
(3) In January, 1998, Mr. Springer canceled all accrued and deferred salary and
consulting fees owed to
him for all prior periods.
(4) Includes 29,167 shares of 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.
(5) Mr. Springer has forgiven all accrued salaries and deferred reimbursable
expenses owed to him by the
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
None
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the beneficial ownership of common stock as of
December 31, 1997, 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 Beneficial Owner Amount and Nature of Percentage
(2)
Beneficial Ownership(1) of Class
Robert Springer 78,783 6.1%
All Officers and directors 78,783 6.1%
of the Company as a group
_________________
(1) The mailing address for all directors and executive officers of the
Company is c/o Emerald Capital
Holdings, Inc., 4195 S. Tamiami Trail, #140, Venice, Fl. 34293.
ITEM 12 - CERTAIN TRANSACTIONS
As of December 31, 1997, approximately $300,000 was outstanding on convertible
loans to the Company, including approximately $131,000 to affiliates. The
Company
has granted certain "PiggyBack" registration rights to the shares of common
stock if
such loans are converted..
In January, 1997, the Company terminated for cause the employment of Kevin
Martin,
Carol Martin and Mark Cristiano, for actions detrimental to the Company's
discontinued
subsidiary, SportAde/Ocean Beverage, The Company has retained counsel to sue
the
individuals and has filed a police report.
As of January 1, 1998, the Company sold its interest in AccuMed, Inc. for a
note
payable to the Company.
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
(b) REPORTS ON FORM 8-K
Form 8-K, dated June 11,1997, as filed with the Securities and Exchange
Commission on June 11, 1997,
reported under Item 8. (7)
(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) Incorporated by reference to the Company's Annual Report, as
amended, on
Form 10-KSB for the fiscal years ended December 31, 1995 and 1996.
(8)Filed herewith.
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.
EMERA
LD CAPITAL HOLDINGS, INC.
BY: /
s/ Robert Springer
Cha
irman
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
Chairman
(Acting Principal Executive Officer, Acting Chief Financial
Officer)
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: _
_____________________
Rob
ert Springer
Cha
irman
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
Robert Springer
Chairman
(Acting Principal Executive Officer, Acting Chief Financial
Officer)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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)
10.5 AccuMed Acquisition Agreement (6)
EMERALD CAPITAL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1997
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Business:
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.
The
Company has no operations. The Company is seeking acquisitions. See -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Subsequent Events."
Background
The Company has significantly restructured its business and has closed or sold
all
unprofitable operations. See "Certain Transactions" and "Management's
Discussion
and Analysis of Financial Condition and Operations" and "Subsequent Events."
The Company may in the future utilize the SportAde name, beverage concept and
trademark for an isotonic sports drink from its former beverage subsidiary,
SportAde,
Inc. to enter the beverage business, or to sell, license the name and concept
for or
otherwise develop a beverage business.
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.
Principles of Consolidation:
The consolidated financial statements include the accounts of Emerald Capital
Holdings, Inc. include the accounts of Emerald Capital Holdings, Inc.
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.
Inventories:
Inventories, if noted, 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
period of ten 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 business 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 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.
Financial Condition and Liquidity
The Company's continued existence is dependent on its ability to acquire, merge
or
conclude a reverse merger, and/or 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 $0 and consumed no cash in operating activities
for
the year ended December 31, 1997 and had a working capital deficiency of
$(682,741)
and a capital deficit of $(21,991,997) at December 31, 1997.
The Company has no paid employees and no operations.
If the Company cannot conclude an acquisition, merger, reverse merger, or
become
relisted on the OTC Bulletin Board, the Company would consider a corporate
reorganization or liquidation.
Historically, certain affiliates of the Company and others have made advances
to meet
the Company's short-term cash needs. At December 31, 1997, convertible
promissory
notes owed to such persons aggregated approximately $300,000. In addition,
all
accrued salaries and deferred payments, including all reimbursable expenses,
have
been forgiven by an affiliate.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Equipment (net) $0
_____________
Total (net) $0
============
NOTE D - SUBSIDIARIES AND ACQUISITIONS
The Company discontinued all operations as of December 31, 1996, and wrote off
all
assets leasehold improvements. See "Certain Transactions" and Note J.
NOTE F - COMMON AND PREFERRED STOCK
(1) During 1996, 677,667 shares of common stock were issued by the Company in
a
private placement and for conversion of debt. The Company received cash
proceeds
of $294,000.
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. No options have been granted in 1995, 1996, 1997.
Non-Plan Options
No options have been granted in 1995,1996, 1997.
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 stock at an exercise price of $5,400 per share, subsequently reduced to
$1,800 per share, until December 31, 1996, subsequently extended to December
31,
1997. No 1991 Warrants have been exercised.
NOTE H - DISCONTINUED AND DIVESTED OPERATIONS
In 1996, the Company discontinued all of its operations as of December 31 1997.
NOTE I - BUSINESS SEGMENTS
Not applicable as the Company has no operations as of September 30, 1998:
NOTE J - COMMITMENTS AND CONTINGENCIES
The Company utilizes at no cost minimum office facilities. It believes that
its facilities
are suitable for its present operations. If required, the Company believes that
additional
space is available at favorable rental rates.
Legal Proceedings:
The Company is a plaintiff and defendant in several legal proceedings the
outcome of
which is uncertain. The Company cannot estimate whether the positive or adverse
outcome of such proceedings would have a material effect on the Company's
business.
Consulting and Employment Agreements
None
NOTE K - INCOME TAXES
At December 31,1997, the Company had net operating loss carry forwards for
income
tax purposes of approximately $$18,000,000 which expire substantially from 2005
through 2010.
Deferred income taxes are comprised principally of the following at December
31,
1997:
Net operating loss carry forwards $6,500,000
Deferred tax asset valuation
allowance $(6,500,000)
Net deferred tax asset $ -0-
============
Realization of any portion of the net deferred tax asset, of approximately
$6,500,000 at
December 31, 1997, 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) As of January 1, 1998, the Company sold its interest in AccuMed, Inc. for
a note
payable to 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, 1997. The estimated fair value is not
necessarily
indicative of the amounts the Company would 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,
1997 1996
Interest paid for 1997 and 1996 $ 0 $2,538
Non-cash investing and financing activities:
Common stock (677,667 shares for 1996) in a private 0 $178,860
placement, convertible note conversion
and for legal and other services.
Common stock (42,260 shares) issued in
settlement of accounts payable. 0 $236,366
Units issued for forgiveness of debt 0 $263,000
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Background
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.
The
Company has no operations. The Company is seeking acquisitions. See -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Subsequent Events."
.
Results of Operations
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Operations for 1996 consisted of the Company's medical service business which
has
been sold.
The Company has written off in 1996 leasehold improvements and assets of
divested
and/or discontinued subsidiaries.
Selling, general and administrative expenses decreased to $0 for 1997 compared
to
$(111,092) for 1996, due to the elimination of expenses for discontinued
operations and
cessation of operations.
The Company reported a loss from discontinued operations of $1,057,403 for
1996,
which included a $156,118 write-off of the remaining balance of loans to a
development
stage company in which the Company had invested, and estimated losses on the
disposition of other businesses assets of $30,307, reflecting the write-off of
equipment
and lease-hold improvements of a subsidiary.
Financial Condition and Liquidity
The Company's continued existence is dependent on its ability to acquire, merge
or
conclude a reverse merger, and/or 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 $0 and consumed no cash in operating activities
for
the year ended December 31, 1997 and had a working capital deficiency of
$(682,741)
and a capital deficit of $(21,991,997) at December 31, 1997.
The Company has no paid employees and no operations.
If the Company cannot conclude an acquisition, merger, reverse merger, or
become
relisted on the OTC Bulletin Board, the Company would consider a corporate
reorganization or liquidation.
Historically, certain affiliates of the Company and others have made advances
to meet
the Company's short-term cash needs. At December 31, 1997, convertible
promissory
notes owed to such persons aggregated approximately $300,000. In addition,
all
accrued salaries and deferred payments, including all reimbursable expenses,
have
been forgiven by an affiliate.
Inflation
As the Company has no operations presently, there are no inflationary
considerations.
SIGNATURES
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
Chairman
(Acting Principal Executive Officer, Acting Chief Financial
Officer)
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: _
_____________________
Rob
ert Springer
Cha
irman
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
Robert Springer
Chairman
(Acting Principal Executive Officer, Acting Chief Financial
Officer)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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)
10.5 AccuMed Acquisition Agreement (6)
