CONFORMED COPY
FORM 10-K SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________.
Commission file number: 33-57982-D
HARBOUR CAPITAL CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 84-1204841
_______________________________ __________________________________
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3127 Ramshorn Drive, Castle Rock, Colorado 80104
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 660-1710
_______________________________________________________________________________
(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: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes X No
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes X No
--- ---
The number of shares outstanding of the registrant's only class of
common stock, as of July 15, 1997 was 142,036. The aggregate market
value of the 20,166 shares of common stock held by non-affiliates of
the registrant was $120,996.
Registration Statement 33-57982-D, as amended, is incorporated into
Part I of this Report.
Exhibit Index is located at Page 10.
<PAGE>
PART I
ITEM 1. BUSINESS
General
Harbour Capital Corp. (the "Registrant" or the "Company") was incorporated
under the laws of the State of Delaware on May 11, 1992, for the primary
purpose of seeking out acquisitions of properties, businesses, or merger
candidates, without limitation as to the nature of the business operations or
geographic area of the acquisition candidate. From inception through October
1993, the Company's activities were directed primarily toward the obtaining of
capital with which to pursue the business plan summarized in the preceding
sentence.
In October 1993, the Company completed a public offering of securities,
receiving gross proceeds of $122,196 from the sale of 20,366 shares of common
stock. The Company's "blind pool" "blank check" offering was not required to
be conducted in accordance with the Securities and Exchange Commission's Rule
419, which was adopted to strengthen the regulation of securities offerings by
"blank check" or "blind pool" companies, solely because the Company's
securities were offered at a price of $5.00 per share. Notwithstanding the
inapplicability of SEC Rule 419, the Company's offering was, and remains,
subject to the Colorado Securities Act, which required the placement into
escrow of eighty percent of the net proceeds of the offering (or $80,410) until
the completion of a transaction or series of transactions whereby at least
fifty percent of the grow proceeds received from the sale of shares in the
offering is committed for use in one or more specific lines of business. The
Company opened the required escrow account immediately following the closing of
the offering.
Colorado law provides that should the condition to the release of escrowed
funds to the Company fail to be satisfied prior to the second anniversary of
the closing of its offering, the escrowed funds will be distributed pro rata to
the subscribers in its offering, or to their successors or assigns, unless a
majority in interest of the holders of the stock issued pursuant to the
offering shall have voted to renew the escrow. Under Colorado law, such a
renewal can be made for a term of no more than one year. Even should a renewal
be approved, therefore, an additional renewal vote will be required prior to
the next succeeding anniversary.
Pursuant to the escrow agreement, the escrow may not, in any event, be extended
beyond the fourth anniversary of the date of the Company's prospectus, or May
11, 1997. As the condition precedent to the distribution of the escrowed
funds to the Company was not satisfied prior to such fourth anniversary,
beginning May 19, 1997, the funds were be distributed pro rata to the persons
who then held the shares issued pursuant to the offering.
Of the distribution of the escrowed funds made to stockholders as
described above, only a portion of the funds originally invested were
distributed to the persons holding shares issued in this offering, and no
interest will be paid upon those funds. The distribution of escrowed funds
had no effect upon the ownership of the shares issued in the offering, i.e.,
stockholders who receive their pro rata portion of the distribution were not
required to return any of the securities to the Company's treasury.
After completion of the offering, the Company began the process of
identification and evaluation of prospective acquisition candidates, which
process included the solicitation of information from a variety of sources
within the general financial community as well as from contacts established by
management. This process is more fully described in the Company's Prospectus,
dated May 11, 1993, which Prospectus is incorporated herein by this reference.
The Company had not, as of the date of this report, entered into any binding
agreements with acquisition candidates and, therefore, the condition precedent
to release of the escrowed funds was not satisfied.
Employees
The Company has no full time employees. Its executive officers devote as much
time as is necessary to conduct the Company's business. See "Item 11.
Executive Compensation."
2
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ITEM 2. PROPERTIES
The Company has been provided office space in the home of its Vice President.
The Company pays no rent for such space, but for the purposes of its financial
statements, the Company in accruing $50 per month as additional paid-in capital
for this use.
ITEM 3. LEGAL PROCEEDINGS
The Company is not party to any threatened or pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to the Colorado Securities Act, $80,410 of the proceeds of the initial
public offering of the Company (the "Offering") was deposited into an escrow
account. The funds may be released to the Company only upon satisfaction of
the condition ("the Escrow Condition") that at least fifty percent of the gross
proceeds of the Offering be committed to one or more specific lines of
business. SEE "Liquidity and Capital Resources" under Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, in
Part II, below.
By written consent, effective May 11, 1996, a majority in interest of the
persons who were then owners of shares of common stock ("the Public Shares")
that were included in the units of the Company's securities that were sold in
the Offering resolved to renew the term of the escrow until the earlier of May
11, 1997, or the date upon which the Escrow Condition shall have been
satisfied. The consent was executed by the holders of 12,800 (or 63%) of the
total 20,366 Public Shares, which percentage exceeded that required to adopt
the resolution under the Colorado Securities Act. This solicitation process
commenced during the fourth quarter of the fiscal year ended April 30, 1996.
As the Colorado Securities Act does not allow the funds to remain in escrow
beyond the fourth anniversary, the funds were required to be refunded to the
shareholders of record, and did not require a vote by the shareholders during
the fourth quarter of the fiscal year ended April 30, 1997. No other matters
were submitted to a vote of security holders during the fourth quarter of the
fiscal year ended April 30, 1997.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
To the best of management's knowledge, no regular trading of the Company's
securities has commenced.
At July 15, 1997, the Company had approximately 20 shareholders of record. The
Company has not paid any dividends on its common stock and does not expect to
pay a cash dividend in the foreseeable future.
3
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital
The Company completed the initial public offering of its securities in October
of 1993, receiving gross proceeds of $122,196. Total costs of the offering
amounted to $21,558. The net proceeds of the offering, therefore, amounted to
$100,638. Pursuant to the Colorado Securities Act and based upon actual and
estimated offering costs, $80,410 of that amount was deposited into escrow. By
law, funds may not be released from the escrow until such time as the Company
shall devote to an identified business as amount equal to or greater than 50%
of the gross proceeds of the offering.
After subtracting the portion of offering proceeds that was deposited into
escrow, the Company received remaining net proceeds of $20,228. That amount,
therefore, represents the only offering proceeds that are to be available for
use by the Company prior to the release of funds from escrow. The Company had
liquid cash assets of $70,267 as of April 30, 1997, representing not only the
available net proceeds from the public offering but also, at least in part,
remaining inside capitalization funds received by the Company during fiscal
year 1993.
Management anticipates that the Company's current liquid resources will be
applied in the coming twelve months to three purposes. The first purpose will
be to meet the Company's reporting obligations under the Securities and
Exchange Act of 1934, as amended. The second purpose will be to cover general
and administrative expenses. The third purpose will be to cover the expenses
associated with searching for and investigating business opportunities. The
Company anticipates that its current resources will be adequate for those
purposes for at least the coming year.
Except as described in the preceding paragraph, the Company anticipates that
its capital need will be minimal until it shall have identified a business
opportunity with which to combine. In pursuing a combination transaction, the
Company is likely to incur significant additional expenses. The Company
expects to meet such expenses with its current liquid capital resources, but if
the funds available for use by the Company prove inadequate, the Company will
seek to meet such expenses by seeking to have payment of them deferred until
after the combination shall have been consummated or, in the alternative, by
obtaining loans or other capital contributions from the Company's founding
stockholders.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds from its public
offering and inside capitalization funding. The current assets and total
assets at April 30, 1997 were $70,267 and $150,683, respectively. These asset
figures compare to $74,315 in current assets and $154,881 in total assets at
April 30, 1996. The decreases in current and total assets from fiscal 1996 to
fiscal 1997 are primarily attributable to: (i) the deferment of payment on prior
year accounts payable, resulting in an increase in current liabilities in the
prior year, with subsequent payment in the current year, and (ii) a
significant increase in net loss for the year ended April 30, 1997 as compared
to the net loss for the previous fiscal year as discussed below.
4
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The Company continues to carry out its plan of business as discussed above in
Item 1. The Company's decrease in liquidity and capital resources in
the current fiscal year was expected and, it is expected that the Company's
liquidity and capital resources will continue to be diminished at least until
the consummation of a business combination and will thereafter continue to
diminish unless and until the business entity which the Company acquires has
sufficient capital resources and/or revenues to cover its operating costs.
Results of Operations
Since completing its public offering in October 1993, the Company has engaged
in no significant operations other than the search for, and identification and
evaluation of, possible acquisition candidates. Other than interest income of
$7,366 and $7,481, no revenues were received by the Company during the fiscal
years ended April 30, 1997 and 1996, respectively. The Company experienced a
net loss of $2,275 and $198, respectively, during the fiscal years ended April
30, 1997 and 1996. This substantial increase in net loss from fiscal 1996 to
fiscal 1997 is principally attributable to: (i) a slight decrease in
interest income, due to decreased deposits with financial institutions, and
(ii) the significant increase in travel fees in an effort to find and establish
an agreement with a suitable acquisition candidate and (iii) an increase in
transfer agent fees, due mostly to increased activity within the account.
For the current fiscal year, the Company anticipates either a similar or
increased net loss primarily dependent on the amount of travel required in
connection with locating and evaluating acquisition candidates and the
significantly reduced interest income resulting from the refund of the escrowed
funds to the shareholders of record. The Company anticipates that until a
business combination is completed with an acquisition candidate, it will not
generate revenues other than interest income, and may continue to operate at a
loss after completing a business combination, depending upon the performance of
the acquired business.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLIMENTAL DATA
The response to this item is being submitted as a separate section of this
report beginning on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Since inception, the Company has not experienced any disagreements with its
accountants on accounting or financial disclosure matters.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors and Executive Officers of the Company
The directors and executive officers currently serving the Company are as
follows:
Name Age Position Held and Tenure
- -------------------- ----- ----------------------------------------------
Lawrence C. Schroll 53 President and Director since May 13, 1992
Frank L. Kramer 55 Vice President, Secretary, Treasurer and
Director since May 13, 1992
5
<PAGE>
The directors named above will serve until the first annual meeting of the
Company's stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exist or are contemplated. There are no family relationships
among the officers and directors. There is no arrangement or understanding
between any of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a
director of officer.
The directors and officers will devote their time to the Company's affairs on
an "as needed" basis, which, depending on the circumstances, could amount to
as little as two hours per month.
Certain Significant Employees
No persons other than the executive officer listed above are considered to be
significant employees.
Business Experience
The following is a brief account of the education and business experience
during at least the past five years of the Company's executive officers and
directors, indicating their principal occupations and employment during that
period, and the names and principal businesses of the organizations in which
such occupations and employment were carried out.
Biographical Information
Lawrence C. Schroll.
Mr. Schroll has served as the President and as a director of the Company since
May 1992.
Mr. Schroll is currently the President/CEO of NutriChem, Inc. and has held that
position since June 1975. NutriChem is a private corporation engaged in the
import of pharmaceutical bulk chemicals for sale in the United States. Mr.
Schroll also serves as the President of L. Schroll Communications, which is a
specialized two-way mobile radio service provider, which operates from two
locations in New York, the World Trade Center and Mount Hope, New York. The
company's clients include police, fire departments and construction companies.
Mr. Schroll started the business in 1987. Mr. Schroll was a salesperson for
Tanower, Inc. from January 1971 to June 1975 and for Hewlett Packard from
January 1970 to January 1971. Prior to that, Mr. Schroll was a chemist for
Ames Company, a division of Miles Laboratories, from June 1966 to January 1970.
Mr. Schroll received a Bachelor of Science degree in Chemistry from California
State University in 1966.
Frank L. Kramer.
Mr. Kramer has served as Vice President, Secretary, Treasurer, and as a
director of the Company since May 1992. Since January 1991, Mr. Kramer has
been self-employed as a financial consultant in the Denver, Colorado area.
From 1987 to December 1990, Mr. Kramer was affiliated with New York Life
Insurance Company ("New York Life") as an agent and recruiter. From 1986
until March 1987, he was employed as an employee and a director of Optimum
Manufacturing, Inc. a public company engaged in manufacturing in Denver,
Colorado. From 1983 to 1985, Mr. Kramer was a director of Micromedical
Devices, Inc., a public company headquartered in Denver, Colorado. From 1981 to
late 1987, Mr. Kramer was self-employed as a private financial consultant in
the Denver, Colorado area, assisting businesses in arranging interim
financing for their business operations, through private and commercial
borrowings. He has also been engaged in the structuring and implementing of
private financing for the oil and gas commercial real estate industries. Mr.
Kramer was affiliated with New York Life from 1968 through 1981 and was
engaged in sales, sales management and estate planning. He became a
Chartered Life Underwriter in 1972, From 1973 through 1981, he was General
Manager of two of New York Life's general offices. Mr. Kramer has been and
is involved in a number of blind-pool companies as outlined in the following
paragraph.
Mr. Kramer served as president and a director from 1984 to 1987 of Fi-Tek
Corp., a blind pool company headquartered in Aurora, Colorado, which completed
an offering of securities in 1986. In 1987, Fi-Tek Corp. acquired Boston
Technology, Inc. and moved its operations to Cambridge, Massachusetts. Upon
closing that acquisition, Mr. Kramer resigned all officer and director
positions with Fi-Tek Corp. From May 1987 to November 1988, Mr. Kramer served
as president, treasurer and the chairman of the board of Fi-Tek II, Inc., a
blind pool company headquartered in Aurora, Colorado, which completed an
offering of securities in July 1988. In October 1988, Fi-Tek II, Inc.,
acquired On Line Communications, Inc. and moved its operations to San Jose,
California. The company subsequently changed its name to On Line Network, Inc.
and has since ceased operations. Mr. Kramer also served, commencing in
November 1988, as the president, treasurer and a director of Fi-Tek III, Inc.,
a Delaware-chartered "blind pool" corporation which completed an offering of
securities in September 1989, and which in August 1990 acquired
Videoconferencing Systems, Inc., a Norcross, Georgia-based company. Effective
as of the date of acquisition, Mr. Kramer resigned as president and treasurer,
but retained his position on the board of directors. The Company has since
changed its name to VSI Enterprises, Inc. and Mr. Kramer resigned his position
as director on July 15, 1991. From February 1987 until December 1989, he was
also the treasurer and a director of Bluestone Capital Corp., a Colorado
"blind pool" corporation which completed an offering of securities in
November 1988 and which moved its operations to Braintree, Massachusetts after
acquiring Dialogue, Inc. in December 1989. The company has since ceased
operations. Mr. Kramer also served as an officer and director of Catalina
Capital Corp., a Delaware-chartered "blind pool" corporation which completed
a public offering of its securities in April 1991 and which moved its
operations to Scottsdale, Arizona after acquiring Explore Technology, Inc. in
August 1992. Mr. Kramer resigned all positions with Catalina upon the closing
of the acquisition of Explore. Explore has since changed its name to Instant
Video Technology, Inc. Mr. Kramer also served as president, treasurer and a
director of Fi-Tek IV, Inc., a Delaware-chartered "blind pool" corporation
which completed an offering or securities in September 1990. During December
1992, Fi-Tek IV completed a reverse acquisition (stock-for-stock exchange) of
DBS Network, Inc., a Mill Valley, California-based company, which through its
equity ownership of other entities, holds interests in permits granted by the
Federal Communications Commission for direct broadcast satellites. Mr. Kramer
resigned all positions with Fi-Tek IV upon the closing of the acquisition and
the company changed its name to DBS Industries, Inc. shortly thereafter. For
approximately a one-month period in October 1990, Mr. Kramer served as a
director of Powell Capital, Inc. (now known as 1st National Film Corp.), a
blind pool company, which completed a public offering of its securities in
November 1989. Mr. Kramer is also an officer and director of three other
"blind pool" companies, Fi-Tek V, Inc., Fi-Tek VI, Inc. and Fi-Tek VII, Inc.
Fi-Tek V, Inc. completed a "blind pool" public offering of its securities in
January 1992, and Fi-Tek VI, Inc. and Fi-Tek VII, Inc. each completed a "blind
pool" public offering of their respective securities in October 1992.
Mr. Kramer obtained a BS Degree in Business Administration from Louisiana
State University in 1964.
ITEM 10. EXECUTIVE COMPENSATION
(a) Cash Compensation
Since inception, no executive officer of the Company has received cash
compensation other than reimbursement of expenses incurred on behalf of the
Company. See "Item 12. Certain Relationships and Related Transactions."
(b) Compensation Pursuant to Plans
None
(c) Other Compensation
None
(d) Compensation of Directors
None
(e) Termination of Employment and Change of Control Arrangements
None
7
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) & (b) Security Ownership of Certain Beneficial Owners and Management
As of July 29, 1997, the persons listed in the table set forth below were known
by the Company to own or control beneficially more than five percent of its
outstanding common stock, par value $0.00001 per share, its only class of
outstanding securities.
Name and Address of Number of Shares Percentage
Beneficial Owner Owned Beneficially of Class
- ------------------- ------------------ ----------
Lawrence C. Schroll 35,200 (1) 25%
PO Box 5411
Incline Village, NV 87450
Frank L. Kramer 35,000 25%
3127 Ramshorn Drive
Castle Rock, CO 80104
Keith A. Koch 35,000 25%
16486 Bernardo Center Drive
Suite C-100
San Diego, CA 92128
ELB, Inc (2) 16,670 12%
436 Belford
Grand Junction, CO 81501
All directors and 70,200 (1) 49%
Executive officers
(2 persons)
(1) Includes 200 shares Mr. Schroll hold of record as trustee for a profit-
sharing plan
(2) ELB, Inc. is a company through which Edwin Barlow and his wife, Carla
Barlow, make investments. The Barlows are the sole control persons and
beneficial owners of that equity.
(c.) Changes in Control
The Company knows of no arrangement or understanding the operation of which may
at a subsequent date result in a change of control of the Company.
8
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1992, the Company issued to its officers, directors and other in a private
placement a total of 121,670 units, each unit consisting of one share of Common
Stock, one Class A Warrant and one Class B Warrant, for a total of $62,000 in
cash, or an average of $0.51 per unit. One current stockholder, ELB, Inc.,
paid a substantially higher price per unit (26 times) than any of the other
then current stockholders; however, the price paid per unit was one-half of the
price paid by investors in the Company's initial public offering. Only
investors in the private offering received warrants. Each Class A Warrant
entitles the warrant holder to purchase one share of Common Stock at a purchase
price of $12.00 per share and each Class B Warrant entitles the warrant holder
to purchase one share of Common Stock at a purchase price of $20.00 per share.
The expiration date of the outstanding warrants is May 31, 1997, unless
otherwise called or extended by the Company. Certificates evidencing the units
issued by the Company to these persons have all been stamped with a restrictive
legend, and are subject to stop transfer orders by the Company. In addition,
each of the current warrant holders has agreed to the imposition of a
restriction on the transfer, in other than private transactions, of the
warrants haled by them with such restriction to terminate at such time as the
Company has consummated a business combination.
The Company maintains its offices in the residence of its Vice President, for
which it pays no rent, and for which it does not anticipate paying rent in the
future. The Company anticipates that following the consummation of a
business combination with an acquisition candidate, the Company's
office will be moved, but cannot predict future office or facility
arrangements with officers, directors or affiliates of the Company.
There have been since inception no transactions, or series of transactions, nor
are there any currently proposed transactions, or series of the same to which
the Company is a party, in which the amount involved exceeds $60,000 and in
which to the knowledge of the Company any director, executive officer, nominee,
five percent shareholder or any member of the immediate family of the foregoing
persons have or will have or will have a direct or indirect material interest.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The following Financial Statements are filed as part of this report:
Report of Independent Certified Public Accountants............F-1
Balance Sheet.................................................F-2
Statements of Loss and Accumulated Deficit....................F-3
Statements of Stockholders' Equity..........................F-4-5
Statements of Cash Flows......................................F-6
Notes to Financial Statements...............................F-7-8
(b) Reports on Form 8-K
None
9
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(c) Exhibits
The following Exhibits are filed with this report:
Name of Exhibit
(3.1) Certificate of Incorporation, incorporated by reference to Registration
Statement No. 33-57982-D
(3.2) Amendment to Certificate of Incorporation, incorporated by reference to
Registration Statement No. 33-57982-D, effective May 11, 1993
(3.3) Bylaws, incorporated by reference to Registration Statement No. 33-
57982-D, effective May 11, 1993.
(4.1) Rights of Stockholders (included in 3.1,3.2 and 3.3 above)
10
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amended Annual Report on Form
10-K to be signed on its behalf by the undersigned, duly authorized.
Date: July 26, 1997 HARBOUR CAPITAL CORP.
By:/s/Lawrence C. Schroll
Lawrence C. Schroll, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the
Principal Executive Officer, the Principal Financial Officer and a majority of
the Board of Directors on behalf of the Registrant and in the capacities and on
the dates indicated.
Name Title Date
- ------------------- ----------------- -----------
/s/Lawrence C. Schroll President, Director, and
- ---------------------- Principal Executive Officer July 26, 1997
Lawrence C. Schroll
/s/Frank L. Kramer Vice President, Treasurer,
- ------------------ Secretary, Director,
Frank L. Kramer and Principal Financial Officer July 26, 1997
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
No annual report or proxy materials have been sent to security holders.
11
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors and Stockholders of
Harbour Capital Corp.
We have audited the accompanying balance sheet of Harbour Capital Corp.
(a development stage company) as of April 30, 1997 and the related
statements of loss and accumulated deficit, stockholders' equity, and
cash flows for the two years then ended, and for the period from
inception (May 11, 1992) to April 30, 1997. 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 financial statements referred to above present
fairly, in all material respects, the financial position of Harbour
Capital Corp. as of April 30, 1997 and 1996, and the results of its
operations and its cash flows for the period from inception (May 11,
1992) to April 30, 1997 in conformity with generally accepted
accounting principles.
Aurora, Colorado
June 26, 1997
COMISKEY & COMPANY, P.C.
PROFESSIONAL CORPORATION
F-1
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
BALANCE SHEET
April 30, 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 70,267
--------
Total current assets 70,267
OTHER ASSETS
Organizational costs (net) 6`
--------
Total other assets 80,416
--------
TOTAL ASSETS $ 150,683
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 1,051
Accounts payable 108
--------
Total current liabilities 1,159
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value; 4,000,000
shares authorized; 142,036 shares issued and
outstanding at April 30, 1997 and 1996. 1
Preferred stock, $0.00001 par value; 20,000 shares
authorized; no shares issued and outstanding -
Additional paid-in capital 165,612
Deficit accumulated during the development
stage (16,089)
--------
Total stockholders' equity 149,524
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 150,683
========
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<S> <C> <C> <C>
Period
May 11, 1992
(Inception) For the year
to April 30, ended April 30,
1997 1997 1996
------------ ------- -------
REVENUES
Interest income $ 23,503 $ 7,366 $ 7,481
------------ ------- -------
EXPENSES
Professional fees 18,415 2,559 5,026
Office expense 3,745 2,212 180
Filing fees 1,000 250 250
Rent 2,975 600 600
Amortization 744 150 150
Taxes and licenses 4,088 1,020 1,020
Dues and subscriptions 125 - -
Bank fees 264 - -
Travel 5,651 1,155 351
Transfer agent 2,585 1,695 102
------------ ------- -------
Total expenses 39,592 9,641 7,679
------------ ------- -------
NET LOSS (16,089) (2,275) (198)
Accumulated deficit
Balance, beginning of period - (13,814) (13,616)
------------ ------- -------
Balance, end of period $ (16,089) $(16,089) $(13,814)
============ ======= =======
NET LOSS PER SHARE $ (0.12) $ (0.02) $ (NIL)
============ ======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 134,557 142,036 142,036
============ ======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (May 11, 1992) to April 30, 1997
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Common stock accumulated
----------------- Additional during the Total
Number of paid-in development stockholders
shares Amount capital stage Equity
--------- ------ ---------- ----------- ------------
Issuance of stock and
warrants for cash
May 13, 1992
$0.11 per share 105,000 $ 1 $ 11,999 $ - $ 12,000
Stock subscription received
May 11, 1992 - - - 4,000 - 4,000
Issuance of stock and
warrants for cash
November 2, 1992,
$2.99 per share 16,670 - 50,000 - 50,000
Stock subscription refunded
December 4, 1992 - - (4,000) - (4,000)
Rent provided at no charge - - 600 - 600
Loss for the period
ended April 30, 1993 - - - (453) (453)
Issuance of stock for
cash, October 6, 1993,
$6.00 per share ($4.94
per shares after cost
of offering) 20,366 - 100,638 - 100,638
Rent provided at no charge - - 600 - 600
Loss for the period
ended April 30, 1994 - - - (5,646) (5,646)
--------- ------ ---------- ----------- ------------
Balance, April 30, 1994 142,036 1 163,812 (6,099) 157,714
Rent provided at no charge - - 600 - 600
Loss for the period
ended April 30, 1995 - - - - (7,517) (7,517)
--------- ------ ---------- ----------- ------------
Balance, April 30, 1995 142,036 1 164,412 (13,616) 150,797
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (May 11, 1992) to April 30, 1997
(Continued)
Deficit
Common stock accumulated
----------------- Additional during the Total
Number of paid-in development stockholders
shares Amount capital stage Equity
--------- ------ ---------- ----------- ------------
Balance, April 30, 1995 142,036 1 164,412 (13,616) 150,797
Rent provided at no charge - - 600 - 600
Loss for the period
ended April 30, 1996 - - - (198) (198)
--------- ------ ---------- ----------- ------------
Balance, April 30, 1996 142,036 1 165,012 (13,814) 151,199
Rent provided at no charge - - 600 - 600
Loss for the period
ended April 30, 1997 - - - (2,275) (2,275)
--------- ------ ---------- ----------- ------------
Balance, April 30, 1997 142,036 $ 1 $ 165,612 (16,089) 149,524
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period
May 11, 1992
(Inception) For the year
to April 30, ended April 30,
1997 1997 1996
------------ ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (16,089) $ (2,275) $ (198)
Non cash items included in net loss:
Rent expense 2,975 600 600
Amortization expense 744 150 150
Changes in:
Current liabilities 1,159 (2,523) 2,232
------------ ------- -------
Net cash provided (used) by
operating activities (11,211) (4,048) 2,784
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 184,196 - -
Statutory escrow contribution (80,410) - -
Deferred offering costs paid (21,558) - -
Organizational costs (750) - -
------------ ------- -------
Net cash provided by financing
activities 81,478 - -
------------ ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 70,267 (4,048) 2,784
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 74,315 71,531
------------ ------- -------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 70,267 $ 70,267 $ 74,315
============ ======= =======
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 1997
1. Summary of significant accounting policies
------------------------------------------
Development stage activities
The Company was incorporated under the laws of Delaware on May 11, 1992 and
has been in the development stage since its formation. It has been formed to
seek potential business acquisitions. Its activities to date have been limited
to the sale of stock to the founding shareholders, and certain general and
administrative activities relating to its public offering and the investigation
of business opportunities. At the present time, the Company has not selected
any business or property in which to invest.
Accounting method
The company records income and expense on the accrual method.
Fiscal year
The Company has selected an April 30 fiscal year end.
Deferred offering costs
Costs associated with the public offering have been charged to the proceeds of
the offering.
Loss per share
Loss per share was computed using the weighted average number of shares
outstanding during the period.
Organizational costs
The Company is amortizing organizational costs over a sixty-month period.
Statement of cash flows
For the purposes of the statement of cash flows, the Company considers highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.
Use of estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.
2. Stockholders' equity
--------------------
As of April 30, 1997, 142,036 shares of the Company's common stock were issued
and outstanding, along with 121,670 Class A common stock purchase warrants and
121,670 Class B common stock purchase warrants. Each Class A warrant entitles
the holder to purchase one share of common stock for $12.00. Each Class B
warrant entitles the holder to purchase one share of common stock for $20.00.
The Company reserves the right to call any or all of the warrants upon 30 days
written notice at a redemption price of $0.0001 per warrant. The Company also
reserves the right to extend the expiration date or reduce the exercise price of
any or all classes of warrants. On May 13, 1997 the Company resolved to extend
the expiration date of its outstanding warrants to May 13, 1999. Each of the
current warrant holders has agreed to the imposition of a restriction on
transfer, in other than private transactions, of all of the Class A and Class B
warrants held by them with such restriction to terminate at such time as the
Company has consummated a business combination.
The Company is authorized to issue up to 20,000 shares of its $0.00001 par
value preferred stock. The preferred stock may be issued in series, from time
to time with such designation, rights, preferences and limitations as the Board
of Directors may determine by resolution. As of April 30, 1997, no preferred
stock has been issued.
F-7
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 1997
3. Public offering
---------------
On October 6, 1993, the Company completed its initial public offering after
selling 20,366 shares of common stock at $6.00 per share. The Company received
net proceeds from the offering of $100,638 after deducting offering costs
of $21,558.
4. Restricted cash
---------------
The Company is subject to the escrow provisions of The Colorado Securities Act,
which provides that 80 percent of net proceeds received by the issuer shall be
placed in escrow until an amount equal to at least 50 percent of the gross
proceeds of the offering (approximately $61,100) is committed for use in one
or more specific lines of business. Of the $100,638 received, the Company
placed $80,410 of the offering proceeds into an escrow account to be refunded to
the investors in the event that the Company should fail to consummate a business
combination prior to the fourth anniversary date of the offering.
Pursuant to the Colorado Securities Act, the escrowed funds were refunded to the
shareholders of record on May 19, 1997.
5. Related party transactions
--------------------------
The vice-president is providing office space at no charge to the Company. For
purposes of the financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.
The Company has adopted a policy wherein cash payments are not to be made to
affiliates for possible services as outside advisors. Non-cash payments in the
form of shares of Common Stock of the Company may be paid to affiliates, but no
such understandings or arrangements have been entered into.
6. Income taxes
------------
The Company has Federal net operating loss carryforwards of approximately
$13,000 expiring at various times during the years 2008 through 2011. The tax
benefit of these net operating losses, which totals approximately $2,500 has
been offset by a full allowance for realization which includes an increase of
approximately $500 over the prior year. This carryforward may be limited upon
the consummation of a business combination under IRC Section 381.
7. Memoranda of understanding
----------------------------
On May 16, 1997 the Company entered into memorandums of understanding to
acquire in a reverse acquisition Benefits Administration Inc. ("BAI"), a
Florida corporation and Telsave Corporation ("INS"), an Idaho corporation. A
formal agreement has not been entered into and there can be no assurance that
such a binding agreement will be entered into or, even should the Company enter
into such an agreement, that the acquisition will be consummated.
F-8
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10KSB FOR THE YEAR ENDED APRIL 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> APR-30-1997
<CASH> 70267
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 150683
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 150683
<CURRENT-LIABILITIES> 1159
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 149523
<TOTAL-LIABILITY-AND-EQUITY> 150683
<SALES> 0
<TOTAL-REVENUES> 7366
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9641
<LOSS-PROVISION> (2275)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2275)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2275)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
