<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended
-------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
------------ ------------
Commission file number 000-20702
--------------------------------------------------------
ARGENT CAPITAL CORPORATION
- -------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 88-0383765
- ---------------------------------- -----------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
101 Main Street, Third Flr., Huntington Beach, CA 92648
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(714) 374-1263
- -------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
SUNPORT MEDICAL CORPORATION
2414 Babcock, Suite 105, San Antonio, TX 78229; Sept. 30
- -------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 2,527,316
-----------------------------
Traditional Small Business Disclosure Format (check one):
Yes X No
----- -----
10QSB-1
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ARGENT CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET MARCH 31, 1998 AND
CLEARVIEW CAPITAL CORPORATION BALANCE SHEET DECEMBER 31, 1997
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,360,705 $ 407,147
Accounts receivable 754,925 312,755
Mortgage loans, held-for-sale 14,268,549 14,778,158
Notes receivable 119,511 --
Prepaid expenses 381,549 4,869
----------- -----------
Total Current Assets 16,885,239 15,502,929
Property and Equipment:
Vehicle 47,624 47,624
Furniture, fixtures and equipment 953,908 950,163
----------- -----------
1,001,532 997,787
Less accumulated depreciation 492,743 438,974
----------- -----------
Total property and equipment - net 508,789 558,813
Other assets 829,333 522,514
----------- -----------
Total Assets $18,223,361 $16,584,256
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 3
ARGENT CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET MARCH 31, 1998 AND
CLEARVIEW CAPITAL CORPORATION BALANCE SHEET DECEMBER 31, 1997
<TABLE>
<CAPTION>
March 31 1998 December 31 1997
------------- ----------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable & accrued liabilities $ 685,293 $ 384,142
Taxes payable 389,743 265,455
Warehouse line 13,538,834 13,112,917
------------ ------------
Total Current Liabilities 14,613,870 13,762,514
Deferred credit 340,891 --
------------ ------------
Total Liabilities 14,954,761 13,762,514
SHAREHOLDERS' EQUITY
Common stock, $.001 par value:
Authorized 100,000,000 shares and issued 2,474,441 shares 2,474 271,739
Retained earnings 1,433,799 1,721,742
Treasury stock, 400,000 shares (63,281) --
Additional paid-in-capital 1,895,608 828,261
------------ ------------
Total Shareholders' Equity 3,268,600 2,821,742
------------ ------------
Total Liabilities and Shareholders' Equity $ 18,223,361 $ 16,584,256
============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 4
ARGENT CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATION MARCH 31, 1998
CLEARVIEW CAPITAL CORPORATION STATEMENT OF OPERATION MARCH 31, 1997
<TABLE>
<CAPTION>
3 Months Ended 3 Months Ended
Mar 31, 1998 Mar 31, 1997
------------- ------------
<S> <C> <C>
Net Revenues $ 1,313,171 $ 1,392,450
----------- -----------
Expenses:
General and administrative 1,357,554 1,230,756
Provision for bad debts 11,603 --
Interest 231,992 34,604
----------- -----------
Total expense 1,601,149 1,265,360
----------- -----------
Loss before income tax (287,978) 127,090
Income tax expense (benefit) -- 58,461
----------- -----------
Net income (loss) $ (287,978) $ 68,629
=========== ===========
Income (loss) per common share - basic $ (0.11) $ .25
=========== ===========
Income (loss) per common share assuming dilution $ (0.11) $ .25
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 5
ARGENT CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW MARCH 31, 1998
CLEARVIEW CAPITAL CORPORATION STATEMENT OF CASH FLOW MARCH 31, 1997
<TABLE>
<CAPTION>
3 Months Ended 3 Months Ended
Mar 31, 1998 Mar 31, 1997
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (287,978) $ 68,629
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 53,770 90,849
Effect of changes in working capital (105,322) (817,278)
----------- -----------
Net cash used by operating activities (339,530) (657,800)
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (3,710) --
Collection of notes receivable 20,249 --
----------- -----------
Net cash provided by investing activities 16,539 --
----------- -----------
FINANCING ACTIVITIES
Issuance/retirement of common stock (77,894) --
Net change in warehouse line 425,917 260,979
----------- -----------
Net cash provided by financing activities 348,023 260,979
----------- -----------
Net increase (decrease) in cash 25,032 (396,821)
Cash and cash equivalents at beginning of period 1,335,673 841,697
----------- -----------
Cash and cash equivalents at end of period $ 1,360,705 $ 444,876
=========== ===========
</TABLE>
<PAGE> 6
ARGENT CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements at March 31, 1998
include the accounts of Argent Capital Corporation, a corporation organized in
the State of Nevada, and its majority-owned subsidiaries, collectively the
Company. The subsidiaries include Clearview Capital Corporation and Sunport
Medical Corporation (USA). All significant intercompany accounts and
transactions have been eliminated in consolidation. Prior to February 27, 1998,
the Company operated as Sunport Medical Corporation, a company organized in
British Columbia. On February 27, 1998, Argent Capital Corporation merged with
Sunport Medical Corporation. Pursuant to the merger, the outstanding stock of
Sunport Medical Corporation was converted into stock of Argent Capital
Corporation on a basis of 30 shares of Sunport for 1 share of Argent. Argent
Capital Corporation is the surviving corporation.
Also on February 27, 1998 but subsequent to the merger of Sunport Medical
Corporation and Argent Capital Corporation, the Company acquired all of the
oustanding common shares of Clearview Capital Corporation from Clearview Holding
Corporation by issuance of Argent's common stock to Clearview Holding sufficient
to give Clearview Holding a 75% interest in the common stock of Argent. For
accounting purposes, Clearview Capital Corporation is the surviving corporation.
These transactions are more fully described in the Company's 10-KSB for the year
ended December 31, 1997, in the Company's Proxy Statement filed December 1997
and in the Company's 8-K filed March 1998.
CHANGE IN ACCOUNTING YEAR
Effective December 31, 1997, the Company elected to change its year end from
September 30 to December 31 to coincide with the year end of Clearview Capital
Corporation. The financial statements contained herein present the Company's
consolidated balance sheet at March 31, 1998 as compared to Clearview Capital
Corporation's balance sheet at December 31, 1997 and present the Company's
consolidated statements of operations and cash flows for the three month period
ended March 31, 1998 as compared to Clearview Capital Corporation's statements
of operations and cash flows for the three month period ended March 31, 1997.
USE OF ESTIMATES
The Company prepares financial statements in conformity with generally accepted
accounting principles that require 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 accounting period.
Actual results could differ from those estimates.
<PAGE> 7
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE DISCLOSURES
The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies. These
estimates are subjective in nature and involve uncertainties and matters of
considerable judgment. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize in a current
market exchange. The use of different assumptions, judgments and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
SALES OF MORTGAGE LOANS
Gains and losses resulting from sales of mortgage loans are recognized at
settlement date, and are based on the difference between the selling price and
the carrying value of the related loans sold. Nonrefundable fees and direct
costs associated with the purchase of mortgage loans are deferred and recognized
when the loans are sold. The Company sells all loans on a servicing released
basis.
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF
LIABILITIES The Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," to provide accounting and reporting guidance for transfers and
servicing of financial assets and extinguishments of liabilities. The statement
uses the "financial-components approach" in which, after a transfer of financial
assets, an entity would recognize all financial assets and services it controls
and all liabilities it has incurred and remove financial assets and liabilities
from the balance sheet when controls are surrendered or when they are
extinguished, respectively. This statement, with certain provisions deferred,
has no significant impact on results of operations or financial position of the
Company.
STOCK-BASED COMPENSATION
During the year ended September 30, 1997, the Company adopted Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation" ("SFAS 123"). The new standard defines a fair value method of
accounting for stock options and similar equity instruments. Under the fair
value method, compensation cost is measured at the grant date based on the fair
value of the award and is recognized over the service period, which is usually
the vesting period. Pursuant to the new standard, companies are encouraged, but
not required, to adopt the fair value method of accounting for employee
stock-based transactions. Companies are also permitted to continue to account
for such transactions under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees ("APB 25"), but would be required to
disclose pro forma net income and, if presented, earnings per share as if the
company had applied the new method of accounting. The accounting requirements of
the new method are effective for all employee awards granted after the beginning
of the fiscal year of adoption, whereas the disclosure requirements apply to all
awards granted subsequent to October 1, 1994. The Company will continue to
recognize and measure compensation for its stock option plan in accordance with
the existing provisions of APB 25.
<PAGE> 8
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No. 130
(SFAS 130), "Reporting Comprehensive Income". The Company reports no difference
between comprehensive income and net income.
2. NOTES RECEIVABLE
The Company has notes receivable totalling $119,511 at March 31, 1998. Of this
total, $19,511 plus accrued interest at prime plus two percent (2%) is due June
30, 1998. The balance of $100,000 was loaned to a retail mortgage company on
January 29, 1998 for a term of one year with interest accruing at 9%. This note
is due in full on February 1, 1999. The shareholders of this debtor have granted
the Company a one year option to purchase 100% of the common stock of the debtor
for a sum based on five times the 1998 after tax earnings of the debtor.
3. WAREHOUSE LINE OF CREDIT
In October, 1997, Clearview Capital Corporation obtained a $15,000,000 revolving
warehouse line of credit under which the Company may borrow, repay, and reborrow
funds. Interest under the line is charged at a floating rate of LIBOR plus 2%.
The agreement requires payment of a warehousing fee in advance, as well as
require Clearview to maintain a certain minimum level of tangible net worth.
Borrowings under the line are covered by a security interest in certain mortgage
loans towards which the advances were made. The warehouse line agreement expired
on January 31, 1998, but was renewed for a minimum of an additional period of
three months pursuant to the terms of the agreement. At March 31,1998,
$13,538,834 was outstanding under this line.
4. COMMON STOCK
The Company has issued stock options at fair value to certain directors and
employees which vest upon issuance and expire five years from issuance. The
transactions for the period ended March 31, 1998 are summarized as follows and
have been adjusted for the Company's 30 to 1 reverse split that was effective
February 27, 1998:
<TABLE>
<CAPTION>
Shares
Subject Weighted Avg
Outstanding At to Option Option Price Exercise Price
-------------- --------- ------------ --------------
<S> <C> <C> <C>
09/30/97 & 12/31/97 55,000 $4.50 and $4.80 $4.50
========
</TABLE>
At March 31, 1998, 55,000 options were exercisable and the weighted average
remaining contractual life was forty months.
<PAGE> 9
In the year ended September 30, 1997, the Company adopted SFAS No. 123, however,
as permitted by the standard, the Company has elected to continue following the
guidance of APB 25 for measurement and recognition of stock-based transactions
with employees. Accordingly, no compensation cost has been recognized for the
Company's option plans. The effects of determining compensation cost based on
the fair value of the grant date for these options, consistent with the method
of SFAS No. 123, would yield an immaterial difference.
5. INCOME TAX
Deferred tax assets and liabilities are determined based on the difference
between financial and tax reporting bases of assets and liabilities. These
differences result in taxable or deductible amounts in future years. Clearview
Capital Corporation has filed a revised income tax return for the year ended
December 31, 1996 which will result in a refund to the Company of approximately
$101,000. In addition, Clearview Capital Corporation made payments in 1997 to
certain foreign entities and/or individuals and withheld no federal income
taxes. The Company is reviewing the tax treaties of the countries of
incorporation and/or residence of these foreign payees to determine if any tax
liability exists. In addition, Clearview Capital Corporation has agreed to pay
its 1997 federal income tax in installments in order to preserve its current
cash position.
6. EARNINGS (LOSS) PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share", which is effective
for financial statements for periods ending after December 15, 1997 and requires
restatement of all prior-period EPS data presented. This Statement replaces the
presentation of primary EPS with a presentation of basic EPS and requires dual
presentation of basic and diluted EPS on the face of the income statement and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
<TABLE>
<CAPTION>
For the three month period ended 03/31/98
---------------------------------------------------------
Loss Shares Loss Per Share
---------------------------------------------------------
<S> <C> <C> <C>
Net Loss $ 287,978
===========
BASIC EPS
Loss available to shareholders $ 287,978 2,474,441 $ .11
EFFECT OF DILUTIVE SECURITIES
Options N/A
---------------------------------------------------------
DILUTED EPS
Loss available to common share-
holders plus assumed conversions $ 287,978 2,474,441 $ .11
=========================================================
</TABLE>
Options to purchase 46,667 shares of common stock at $4.50 and 8,333 shares of
common stock at $4.80 were outstanding during the period presented but were not
included in the computation of diluted EPS because the options' exercise price
was greater than the average market price of the common shares.
<PAGE> 10
<TABLE>
<CAPTION>
For the three months ended 03/31/97
--------------------------------------------------------
Income Shares Earnings Per Share
--------------------------------------------------------
<S> <C> <C> <C>
Net Income $ 68,629
=========
BASIC EPS
Earnings available to shareholders $ 68,629 271,739 $ .25
EFFECT OF DILUTIVE SECURITIES N/A
--------------------------------------------------------
DILUTED EPS
Earnings available to
common shareholders plus assumed
conversions $ 68,629 271,739 $ .25
========================================================
</TABLE>
The period presented for the three months ended March 31, 1997 pertains only to
Clearview Capital Corporation. There were no dilutive securities outstanding for
this period for Clearview Capital Corporation.
7. CONTINGENCIES
A malpractice suit filed against two of the Company's former subsidiaries on
March 8, 1996 was mediated on July 16, 1997 with no resolution of the claim. A
court date has not yet been set for this lawsuit. This lawsuit claims damages in
excess of the minimum jurisdictional limits and is being handled by the
Company's malpractice carrier. The likelihood of an unfavorable outcome for this
claim is not readily determinable. As a result, no provision for loss related to
this claim has been made in the accompanying financial statements.
On March 25, 1997, Clearview Capital Corporation filed a complaint against
former employees for breach of contract and injunctive relief. This action was
subsequently removed to arbitration where the defendants filed a counterclaim
against Clearview for a de facto/constructive termination of their employment
contracts and for indemnification for their defense. There have been no
setttlement discussions to date, although the parties have discussed
participating in a voluntary settlement conference.
Management of the Company believes that the ultimate outcome of these matters
will not have a material adverse effect on the financial position, results of
operations or the liquidity of the Company.
8. NASDAQ LISTING
As indicated in the Company's December 31, 1997 10-KSB, the Company has been
informed by The NASDAQ Stock Market that the Company is not in compliance with
the new standards required for maintaining continued listing or an initial
listing on The NASDAQ SmallCap Market. Management has apprised NASDAQ of the
Company's plans for achieving compliance and is awaiting a response from NASDAQ
subsequent to a hearing held the week of April 20th by The Listing
Qualifications Department.
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
During the three month period ended March 31, 1998, the Company experienced a
$25,032 increase in its cash position resulting from cash used by operating
activities of $339,530, cash provided by financing activities of $16,539 and
cash provided by investing activities of $348,023.
On February 27, 1998, the Company, formerly known as Sunport Medical Corporation
("Sunport") merged with a newly formed Nevada corporation, Argent Capital
Corporation ("Argent"). The outstanding stock of Sunport was converted into
stock of Argent on a basis of 30 shares of Sunport for 1 share of Argent. This
transaction successfully implemented the 30 to 1 reverse stock split approved by
the Company's shareholders in January 1998 and, in addition, succeeded in
domesticating the Company from British Columbia, Canada to the United States.
Also on February 27, 1998 but subsequent to the merger of Sunport and Argent,
the Company acquired all of the outstanding common stock of Clearview Capital
Corporation ("CCC") from Clearview Holding Corporation ("CHC") by issuance of
Argent's common stock to CHC sufficient to give CHC a 75% interest in the common
stock of Argent. For accounting purposes, CCC is the surviving corporation while
Argent is the surviving corporation for legal purposes.
These transactions are more fully described in the Company's 10-KSB for the year
ended December 31, 1997, in the Company's Proxy Statement filed December 1997
and in the Company's 8-K filed March 1998.
The Company believes that the domestication to the United States and, more
importantly, the acquisition of CCC leaves the Company in a position to be able
to meet its present liquidity and capital requirements for the near future.
RESULTS OF OPERATIONS
The Company had a net loss before the effect of income taxes or benefits of
$287,978 for the three month period ended March 31, 1998. Since CCC is the
surviving corporation for accounting purposes, the comparable period presented
is the three month period ended March 31, 1997 for Clearview Capital
Corporation. This period reflects net income of $127,090 before the effect of
income taxes or benefits.
<PAGE> 12
Net revenue for the three month period ended March 31, 1998 is $1,313,171 as
compared to net revenue for the three month period ended March 31, 1997 of
$1,392,450.
Total expenses for the three month period ended March 31, 1998 are $1,601,149 as
compared to total expenses for the three month period ended March 31, 1997 of
$1,265,360. General and administrative expenses increased approximately 10% of
which a significant amount is attributable to the operations of Argent's Texas
based wholly-owned subsidiary, Sunport Medical Corporation (USA) ("Sunport
USA"). The sole function of Sunport USA is to wind down the former business of
the Company prior to the acquisition of CCC.
In addition, interest expense increased approximately from $34,604 for the three
month period ended March 31, 1997 to $231,992 for the three month period ended
March 31, 1998 due to an increase from 1997 to 1998 in the credit available to
CCC. Since October 1997, CCC has been provided with a Warehousing Credit and
Security Agreement with Residential Funding Corporation ("RFC") whereby RFC
currently provides CCC with a $15,000,000 warehouse line of credit on which CCC
pays interest. During 1997, CCC operated with an available line of credit of
only $6,000,000 with its former investor/lender.
The Company currently concentrates the majority of its wholesale lending
business in the 125% Loan-to-Value segment of the lending industry. Management
of the Company believes that changes in this segment of the industry have led to
a flood on the market of those 125 LTV loans originated under the former
guidelines, with a corresponding decrease in the number of available buyers.
These changes, combined with the slow response to these changes by the former
management of CCC, led to a decrease in the Company's funding volume. In
response, the Company slowed down production to concentrate on selling the
existing inventory originated under the old guidelines. Management of the
Company intends to continue to offer the 125 LTV product to its correspondents,
while at the same time broadening the variety of loans the Company offers.
Management of the Company intends to control the loan process from origination
to securitization and is currently in the process of setting up the required
elements of the Company's first pool of securities, which will elevate the
Company to a higher level within the industry. In addition, the Company is
actively seeking to acquire several established lending institutions which
produce a dependable flow of business ranging from sub-prime first Trust Deeds
to equity seconds.
While being cautious in its efforts to expand, management believes that by
exerting control over origination, offering a wide variety of loan products,
acquiring other lucrative mortgage companies and by having the ability to
securitize its own loan portfolios, the Company will have the freedom and
independence from uncontrollable changes induced by competitors or the
marketplace itself, and will assist in establishing the Company as one of the
most stable lenders in the United States.
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.
The discussion of certain legal proceedings set forth in Note 7
to the Financial Statements set forth in Part I, is incorporated herein by
reference. There have been no other material developments with respect to
pending legal proceedings previously reported by the Registrant.
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Not applicable.
(b) Not applicable.
(c) As more particularly described in Registrant's Form 8-K,
filed on or about March 13, 1998, and its Form 10-KSB, filed March 27, 1998,
both of which are incorporated by reference herein, effective on February 27,
1998, Registrant issued 1,895,487 shares of its common stock to Clearview
Holding Corporation, S.A. ("CHC") solely in exchange for all of the issued and
outstanding common stock of Clearview Capital Corporation ("CCC"), a
wholly-owned subsidiary of CHC, consisting of 271,739 shares. There were no
underwriters and there was no public offering of shares. Registrant relied upon
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, and Regulation D of the SEC thereunder. CHC, the only
issuee of such issuance, qualified as an "accredited investor" under the
Regulation D of the Securities and Exchange Commission ("SEC"). CCC continues to
operate as a wholly-owned subsidiary of Registrant. Registrant incorporates by
reference herein the following documents on file with the SEC describing or
related to the foregoing issuance of shares and the transactions described in
Item 4, below: (i) the Proxy Statement, filed December 29, 1997, including the
exhibits thereto, including but not limited to the Stock Purchase Agreement,
dated December 19, 1997, on file with the SEC.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Registrant's Annual General Meeting of Members was held on
January 27, 1998, in Vancouver, British Columbia, Canada.
(b) At the meeting, the following directors were elected: Dennis
R. Gutzman, M.D., Lawrence D. Barr and William H. McConnachie.
(c) At the meeting, the Members (shareholders) voted
<PAGE> 14
upon the following proposals:
Proposal 1 Election of Directors: The following candidates for directors were
elected and received the number of votes indicated:
Dennis R. Gutzman: For: 5,611,658 Withheld: 640,519
Lawrence D. Barr: For: 5,711,503 Withheld: 540,674
William H. McConnachie: For: 5,711,503 Withheld: 540,674
Proposal 2 Ratification of Appointment of Independent Auditors: Approval of a
proposal to ratify the appointment of Deloitte & Touche, LLP, auditors of the
Registrant. For: 5,611,035 Withheld: 12,700 Against: 517,450
Proposal 3 Consolidation of Authorized and Issued Capital: Approval of a
proposal to consolidate the outstanding and authorized capital stock of the
Registrant on a one for 30 basis. For: 5,886,367 Withheld: 46,250 Against:
138,260
Proposal 4 Increase in Authorized Capital: a proposal to increase the number of
shares of authorized capital stock of Registrant. For: 5,818,867 Withheld:
46,750 Against: 182,419
Proposal 5 Continuance of the Corporate Existence of Registrant to Wyoming and
Merger with a Nevada Subsidiary: A proposal to change the jurisdiction of
incorporation of Registrant from British Columbia to Wyoming and to thereafter
merge Registrant with its wholly-owned Nevada subsidiary. For: 5,984,827
Withheld: 17,200 Against: 46,000
Proposal 6 Approval of Stock Purchase Agreement: Approval of a Stock Purchase
Agreement pursuant to which Registrant would purchase CCC from CHC for
Registrant's common stock. For: 5,925,105 Withheld: 19,500 Against: 103,422
(d) None.
ITEM 5 OTHER INFORMATION.
None.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(1) Financial Statements included in Part I of this
Report, Item 1 of this Report:
Consolidated Balance Sheet, March 31, 1998 and
Clearview Capital Corporation Balance Sheet,
December 31, 1997
Consolidated Statement of Operation, March 31,
<PAGE> 15
1998 and Clearview Capital Corporation
Statement of Operation, March 31, 1997
Consolidated Statement of Cash Flow, March 31,
1998 and Clearview Capital corporation
Statement of Cash Flow, March 31, 1997
Notes to Consolidated Financial Statements
(2) Financial Data Schedule is attached as Exhibit 27.
(3) The Stock Purchase Agreement, dated December 19, 1997,
filed as an exhibit to the Proxy Statement, previously
incorporated by reference, is incorporated by reference.
(4) Proxy Statement, dated December 29, 1997, for the
Annual Meeting of Members (Shareholders), held January 27,
1998, including the Bylaws of Registrant, the Amended Plan
and Agreement of Merger of Sunport Medical Corporation and
Argent Capital Corporation and all other exhibits thereto,
is incorporated herein by reference.
(5) The Articles of Incorporation of Registrant are
attached hereto as Exhibit 3(i).
(7) The Articles of Merger of Registrant are attached as
Exhibit 10(i).
(b) Registrant filed Form 8-K on March 13, 1998 with respect to
the acquisition of CCC from CHC and a change in control of Registrant. Financial
statements were not filed by Registrant in connection therewith.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
REGISTRANT:
ARGENT CAPITAL CORPORATION
May 15, 1998 By /s/ CHRISTOPHER MILLAR
--------------------------
Christopher Millar, President
<PAGE> 1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN. 21, 1998
NO. C1110-1998
--------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
EXHIBIT 3.(i)
ARTICLES OF INCORPORATION
OF
ARGENT CAPITAL CORPORATION
A Nevada Corporation
KNOW ALL MEN BY THESE PRESENTS:
That I, the undersigned, for the purpose of forming a corporation
under the laws of the State of Nevada, relating to the general corporation law,
I DO HEREBY CERTIFY THAT:
FIRST: The name of the corporation shall be:
ARGENT CAPITAL CORPORATION
SECOND: The address of Corporate Service of Nevada, resident agent
of this corporation, is to be located at 502 North Division Street, Carson City,
Nevada 89703.
THIRD: This corporation is authorized to carry on any lawful
business or enterprise. This corporation may conduct all or any part of its
business, and may hold, purchase, mortgage, lease and convey real and/or
personal property, anywhere in the world.
FOURTH: The total amount of authorized capital stock of this
corporation is one hundred million (100,000,000) shares, said shares being non
assessable and each share having a par value of one-tenth of one-cent ($.001).
The Board of Directors has the authority to prescribe, by resolution, the
classes, series, number of each class and series, voting powers, designations,
preferences, limitations, restrictions and relative rights of each class and
series of stock.
1
<PAGE> 2
FIFTH: The members of the governing board of this corporation shall be
styled as directors over the age of eighteen (18) and their number shall be not
less than one. The initial director of this corporation shall be one, and the
name and address of the initial director is:
Dennis R. Gutzman, M.D.
2414 Babcock Suite 105
San Antonio, TX 78229
SIXTH: The name and address of the incorporator is as follows:
Don Harmer
502 North Division St.
Carson City, Nevada 89703
SEVENTH: The period of existence of this corporation shall be perpetual.
EIGHTH: No director, officer of shareholder of this corporation shall
have personal liability for damages for breach of any fiduciary duty as a
director or officer to the corporation, its shareholders or any other person
except for:
(a) Acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law;
or
(b) The payment of dividends in violation of NRS 78.300
2
<PAGE> 3
I, the undersigned, for the purpose of forming a corporation under the
laws of the State of Nevada, do make, file and record this certificate, and do
certify that the facts herein stated are true and I have accordingly hereunto
set my hand and seal this day: Wednesday, January 21, 1998.
/s/ Don Harmer
--------------------------------
DON HARMER
STATE OF NEVADA )
:ss.
CARSON CITY )
On this 21st day of January, 1998 personally appeared before me, a notary
public, Don Harmer, who acknowledged that they executed the above instrument.
/s/ Sandra J. Mendez
--------------------------------
Notary Public
[SEAL]
3
<PAGE> 1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 26, 1998
NO. C1110-98
--------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
EXHIBIT 10.(i)
ARTICLES OF MERGER
OF
SUNPORT MEDICAL CORPORATION
A Wyoming Corporation
AND
ARGENT CAPITAL CORPORATION
A Nevada Corporation
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, for the purpose of merging the above corporations
under the laws of the State of Nevada, relating to general corporation law,
WE DO HEREBY CERTIFY THAT:
FIRST: The name, address, place of organization and governing law
of the constituent entities to the merger are:
SUNPORT MEDICAL CORPORATION
1912 Capitol Avenue
Cheyenne, Wyoming 82001
Organized and governed under the laws of the State of Wyoming,
and:
ARGENT CAPITAL CORPORATION
502 N. Division Street
Carson City, Nevada 89703
Organized and governed under the laws of the State of Nevada.
SECOND: The name, address, place of organization and governing law
of the surviving entity is:
ARGENT CAPITAL CORPORATION
502 N. Division Street
Carson City, Nevada 89703
Organized and governed under the laws of the State of Nevada.
<PAGE> 2
THIRD: The merger of these two entities was approved by a majority of
the stockholders of both Sunport Medical Corporation, a Wyoming corporation, and
Argent Capital Corporation, a Nevada corporation at a special meeting held 27
January 1998. The merger will be effective as of 27 February, 1998.
FOURTH: The Plan of Merger is to be held at the principal office of:
ARGENT CAPITAL CORPORATION
502 N. Division Street
Carson City, Nevada 89703
We, the undersigned, for the purpose of merging the above entities into a
single corporation under the laws of the State of Nevada, do make file and
record this certificate, and do certify that the facts herein stated are true,
and have accordingly hereunto set our hands and seal this 6th day of February,
1998.
/s/ Dennis R. Gutzman, M.D.
- ---------------------------
President, ARGENT CAPITAL CORPORATION, a Nevada Corporation
and
SUNPORT MEDICAL CORPORATION, a Wyoming Corporation
/s/ Lawrence Barr
- ---------------------------
Secretary, ARGENT CAPITAL CORPORATION, a Nevada Corporation
and
SUNPORT MEDICAL CORPORATION, a Wyoming Corporation
STATE OF TEXAS )
: ss.
COUNTY OF BEXAR )
On this 6 day of February, 1998, personally appeared before me, a notary
public, Dennis R. Gutzman and Lawrence Barr, who acknowledged that they
executed the above instrument.
[ S E A L ] /s/ BONNIE FLETCHER
-----------------------------
NOTARY PUBLIC
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,360,705
<SECURITIES> 0
<RECEIVABLES> 15,142,985
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,885,239
<PP&E> 1,001,532
<DEPRECIATION> 492,743
<TOTAL-ASSETS> 18,223,361
<CURRENT-LIABILITIES> 14,954,761
<BONDS> 0
0
0
<COMMON> 2,474
<OTHER-SE> 3,266,126
<TOTAL-LIABILITY-AND-EQUITY> 18,223,361
<SALES> 1,313,171
<TOTAL-REVENUES> 1,313,171
<CGS> 1,357,554
<TOTAL-COSTS> 1,601,149
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 231,992
<INCOME-PRETAX> (287,978)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (287,978)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
