U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1999 Commission File No. 33-67766-A
EMAGISOFT TECHNOLOGIES, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0422273
------- ----------
State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.)
405 Central Avenue, 2nd Floor
St. Petersburg, Florida 33701
--------------------------------
(Address of principal executive offices) (Zip Code)
(727) 898-0688
--------------
(Registrant's telephone number,
including area code)
MANATEE-AMERICAN FINANCIAL CORPORATION
1825 N.E. 164th Street, Suite 1
North Miami Beach, Florida 33162
-----------------------
(Former name and address)
Check whether the registrant (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_____
As of September 30, 1999: 2,250,000 shares of common stock were
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- ------- --------------------
Unaudited financial statements for the quarterly period covered by this
Report are attached hereto.
EMAGISOFT TECHNOLOGIES, INC.
(FORMERLY MANATEE-AMERICAN FINANCIAL CORP.)
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
2
<PAGE>
<TABLE>
<CAPTION>
EMAGISOFT TECHNOLOGIES, INC.
(FORMERLY MANATEE-AMERICAN FINANCIAL CORP.)
(A Development Stage Enterprise)
BALANCE SHEETS
ASSETS September 30, December 31,
------ ------------ ------------
1999 1998
---- ----
(unaudited)
<S> <C>
Current Assets:
Cash $ 114 $ 1,968
-------- --------
Total current assets 114 1,968
-------- --------
$ 114 $ 1,968
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
Current Liabilities:
Accrued liabilities, primarily
professional fees 49,736 42,992
-------- --------
Total current liabilities 49,736 42,992
-------- --------
Stockholders' Deficiency:
Preferred stock, $.0001 par value;
authorized
5,000,000 shares; none issued -- --
Common stock, $.0001 par value authorized
20,000,000 shares; issued and outstanding
2,250,000 shares 225 225
Capital in excess of par 1,535 1,535
Deficit accumulated during the development stage ( 51,382) (42,784)
-------- --------
( 49,622) (41,024)
-------- --------
$ 114 $ 1,968
======== ========
</TABLE>
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<TABLE>
<CAPTION>
EMAGISOFT TECHNOLOGIES, INC.
(FORMERLY MANATEE-AMERICAN FINANCIAL CORP.)
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Nine Months Ended Three Months Ended
September 30 September 30
------------ ------------ Cumulative
from
1999 1998 1999 1998 Inception
---- ---- ---- ---- ---------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Revenues $ -- $ -- -- -- $ 12,500
-------- -------- -------- -------- --------
Cost and Expenses:
General and administrative 8,598 1,000 3,892 500 42,252
-------- -------- -------- -------- --------
Offering costs in excess of proceeds
from initial public offering -- -- -- -- 21,630
-------- -------- -------- -------- --------
8,598 1,000 3,892 500 63,882
-------- -------- -------- -------- --------
Net Loss ($ 8,598) ($ 1,000) ($ 3,892) ($ 500) ($51,382)
======== ======== ======== ======== ========
Net Loss per Common Share ($ --) ($ --) ($ --) ($ --)
======== ======== ======== ========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EMAGISOFT TECHNOLOGIES, INC.
(FORMERLY MANATEE-AMERICAN FINANCIAL CORP.)
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Nine Months Ended
September 30, Cumulative
from
1999 1998 Inception
---- ---- ---------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net loss ($ 8,598) ($ 1,000) ($51,382)
Adjustments to reconcile net loss
to net cash required:
Increase in accrued liabilities 6,744 1,000 29,623
Offering costs in excess of proceeds
from initial public offering -- -- 21,630
-------- -------- --------
Net cash provided by
(used in) operating activities ( 1,854) -- ( 129)
-------- -------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock -- -- 8,600
Deferred offering costs, net of accrued
liabilities -- -- (5,117)
Loans from stockholders -- 9,450
Refund of net proceeds of public offering -- -- (3,240)
-------- -------- --------
Repayment of stockholder loans -- -- (9,450)
-------- -------- --------
Net cash provided by (used in)
financing activities -- -- 243
-------- -------- --------
Net Increase (Decrease) in Cash ( 1,854) ( --) 114
Cash, Beginning 1,968 -- --
-------- -------- --------
Cash, Ending $ 114 $ -- $ 114
======== ======== ========
</TABLE>
5
<PAGE>
EMAGISOFT TECHNOLOGIES, INC.
(FORMERLY MANATEE-AMERICAN FINANCIAL CORP.)
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1. BASIS OF PRESENTATION
The accompanying financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB promulgated by the
Securities and Exchange Commission. These financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of financial position, results of operations and cash flows for the
periods presented. All such adjustments are of a normal recurring nature. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for a full year.
NOTE 2. CONTINGENCIES
Going Concern Considerations
The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate the continuance
of the Company as a going concern. The Company is in the development stage and
has suffered losses from operations during its operating history. As reflected
in the accompanying financial statements, the Company has incurred net losses
and reflects a deficit accumulated during the development stage as of and for
the periods ended September 30, 1999. This condition raises substantial doubt as
to the ability of the Company to continue as a going concern.
NOTE 3. NET LOSS PER COMMON SHARE
Net loss per common share has been computed based upon the weighted average
number of shares of common stock outstanding during the periods. The number of
shares used in the computation was 2,250,000 shares for 1999 and 2,250,000
shares for 1998.
NOTE 4. SUBSEQUENT EVENTS
As of October 20, 1999, the Company entered into a share exchange agreement with
Emagisoft Corporation, a Florida corporation, which is anticipated to be
consummated on or about October 29, 1999. In contemplation of the anticipated
closing of this transaction, the Company changed its name to Emagisoft
Technologies, Inc. and increased its authorized common stock to 50,000,000
shares. Upon closing of this transaction, Emagisoft Corporation will be a
wholly-owned subsidiary of the Company and the Company will issue 10,000,000
shares of its common stock to the shareholders of Emagisoft Corporation in
exchange for their 10,000,000 shares.
6
<PAGE>
Item 2. Plan of Operation
- ------- -----------------
Emagisoft Technologies, Inc., formerly known as Manatee-American
Financial Corporation (the "Registrant"), was incorporated under the laws of the
State of Florida on February 24, 1993 and has no operating history. The
Registrant was formed as a blank check company for the purpose of seeking a
business acquisition without regard to any specific industry or business. The
Registrant raised an aggregate of $3,600 through the sale of 45,000 shares of
common stock, $.0001 par value (the "Common Stock") on a "best efforts" basis in
its initial public offering. The public offering expired on February 17, 1995.
Of such amount, 90% (or $3,240) was deposited in an escrow account in accordance
with Rule 419 under the Securities Act of 1933, as amended (the "Act"). The
balance, $360, was retained by the Company for working capital purposes. At the
present time, the Registrant has no other sources of income and does not
anticipate the need for substantial additional funding until after an
acquisition, if any, is consummated. Certain shareholders of the Company have
made loans to the Company for working capital purposes as needed and may
continue to do so, although no assurances can be given.
As the Registrant was subject to Rule 419 of the Act, it was required
pursuant thereto to consummate an acquisition within 18 months of the effective
date of its Registration Statement, or March 21, 1996. As no acquisition was
consummated, the Registrant, through its escrow agent, returned all investor
funds held in escrow in accordance with the terms of the escrow agreement and
Rule 419 of the Act on March 21, 1996. In addition, all escrowed shares of the
investors in the public offering (45,000 in the aggregate) were returned to the
Registrant's treasury for cancellation and the original stockholders' shares
(2,250,000 in the aggregate) were returned to such original stockholders.
On July 28, 1998, the Registrant entered into a letter of intent,
subsequently extended through January 15, 1999, with a unaffiliated entity to
effect a business combination subject to mutually satisfactory due diligence on
the part of both parties and other contingencies. In connection therewith, such
entity paid the Registrant an aggregate of $12,500 which funds were utilized to
repay shareholder loans to the Company and for the payment of professional fees
and corporate purposes. On February 9, 1999, the Registrant and such entity
determined not to further proceed with any business combination.
7
<PAGE>
Subsequent Events
-----------------
As of October 20, 1999, the Registrant entered into a Share Exchange
Agreement (the "Agreement") to acquire all of the issued and outstanding common
stock of Emagisoft Corporation, a privately held Florida corporation
("EC")engaged in software design and development, through an exchange of shares
of the Registrant for all of the outstanding capital stock of EC (the
"Acquisition"). The Agreement is anticipated to be consummated on or about
October 29, 1999. Pursuant to the terms thereof, the Registrant has agreed to
issue 10,000,000 shares of restricted common stock, $.0001 par value per share
(the "Common Stock"), to the historical stockholders of EC (the "EC
Stockholders") in exchange for their 10,000,000 shares of EC common stock.
In contemplation of the anticipated closing of this transaction,
pursuant to the written consent of the holders of a majority of the Registrant's
outstanding common stock, the Registrant amended its Articles of Incorporation
to change its name to Emagisoft Technologies, Inc. and to increase its
authorized number of shares of common stock to 50,000,000. Upon closing, which
is subject to certain conditions precedent, the sole officer and director of the
Registrant will resign. The persons serving as officers and directors of EC
immediately prior to the closing will be elected to the same offices with the
Registrant and retain their positions as officers and directors of EC.
Upon consummation of this transaction, the EC Stockholders will
beneficially own approximately 81.7% of the voting securities of the Registrant
and will acquire control of the Registrant. EC will become a wholly-owned
subsidiary of the Registrant.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- ------- -----------------
There are no legal proceedings pending or threatened of any type or
otherwise known to be contemplated to which the Registrant or any of its
properties is subject.
Item 2. Changes in Securities
- ------- ---------------------
None.
Item 3. Defaults Upon Senior Securities
- ------- -------------------------------
None.
8
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None.
Item 5. Other Information
- ------- -----------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
None.
9
<PAGE>
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.
EMAGISOFT TECHNOLOGIES, INC.
Date: October 28, 1999 By: /s/ Marc B. Tescher
- ---------------------- -----------------------
Marc B. Tescher, President and
Principal Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 114
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 114
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 114
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 225
<OTHER-SE> (49,397)
<TOTAL-LIABILITY-AND-EQUITY> 114
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,598
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,598)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,598)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,598)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
