UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended July 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 1-12726
WIZ TECHNOLOGY, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 33-0560855
STATE OR OTHER JURISDICTION OF INCORPORATION IRS EMPLOYER IDENTIFICATION NUMBER
32951 Calle Perfecto, San Juan Capistrano, CA
92675 ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES(ZIP CODE)
(714) 443-3000
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE
Securities Registered Under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, $.001 Par Value American Stock Exchange
Securities Registered Under Section 12(g) of the Exchange Act:
None
(Title of Class)
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
reports), and (2) has been subject to such filing requirements for the past 90
days.
YES X NO_______ Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ 7,056,626 (NET)
------------------
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).
$10,788,305 based on closing bid of $2.50 for the common stock on January 31,
1997.
<PAGE>
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last
practicable date: 9,045,035 at January 31, 1997
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (check one):
Yes: No: X .
<PAGE>
This amendment is being filed solely to include exhibits to the Annual Report on
Form 10KSB.
PART IV
Item 13 - Exhibits and Reports on Form 8-K
(a) The following documents are filed as a part of this
Report:
(1) Financial Statements. The consolidated
financial statements of the Company are included in
Part II, Item 8, herein.
(b) Exhibits
Exhibit
Number Description
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession.
2.1 Agreement and Plan of Reorganization, dated February 14,1996,
between the Company, Q&A Sales Marketing, Inc. and Q&A
Acquisition Company(5)
3. Certificate of Incorporation and Bylaws
3.1 Articles of Incorporation(2)
3.2 Bylaws(2)
3.3 Certificate of Amendment to Articles of Incorporation for
change in name of registrant to "WIZ Technology, Inc."(1)
3.4 Certificate of Designation for Series A Convertible
Preferred Stock(8)
3.5 Certificate of Designation for Series B Convertible
Preferred Stock(8)
4. Instruments defining rights of holders, including indentures.
4.1 Warrant Agreement between the Company and Strasbourger
Pearson Tulcin Wolff(1)
4.2 Form of the Company's 7% Convertible Debenture(8)
4.3 Form of Warrant granted to Cameron Capital Management as to
62,500 shares and DJ Ltd. as to 78,750 shares(8)
4.4 Form of Warrant granted to First Bermuda Securities, Ltd.
with Schedule of Details(8)
<PAGE>
10. Material Contracts
10.1 1992 Stock Option Plan, as amended(2)
10.2 Form of Stock Option Agreement with Mar-Jeanne Tendler,
Arthur S. Tendler and Bruce Allen "Gil" Gilgen(2)
10.3 Demand Promissory Note in favor of Elaine & Gerson
Lacoff(2)
10.5 Consulting Agreement with Dale Kostman (1) 10.7 Employment Agreement
between the Company and Arthur S.
Tendler(1)
10.8 Employment Agreement between the Company and Mar-Jeanne
Tendler(1)
10.9 Employment Agreement between the Company and Bruce Allen
Gilgen(1)
10.10 Registration rights agreements and schedule of
beneficiaries(1)
10.12 Consulting Agreement between the Company and Strasbourger
Pearson Tulcin Wolff(1)
10.13 Promissory Note from Company in favor of Mar-Jeanne and
Arthur Tendler(1)
10.14 Extension and amendment of Promissory Note from Company
in favor of Mar-Jeanne and Arthur Tendler(1)
10.15 Lease for the Company's executive offices(3)
10.16 Consulting Agreement between the Company and Stuart
Wertzberger(3)
10.17 Trust Agreement between Stuart Wertzberger and the
Company(3)
10.19 Consulting Agreement between the Company and Jensen
Consultants, Inc.(4)
10.20 Promissory note from Arthur Tendler dated July 31, 1995(4)
10.21 Form of Convertible Promissory Notes and schedule of
details(4)
10.22 Software Development and License Agreement between the
Company and Digital Systems Research, Inc. dated March 8,
1996(6)(P)
10.23 Employment Agreement with Gary Wolfe(6)(P)
10.24 Covenant Not-to-Compete(6)
16. Letter on change in certifying accountant 16.1 Letter from Corbin &
Wertz(4) 16.2 Letter from Coopers & Lybrand L.L.P.(7) 16.3 Letter from
Grant Thornton LLP (8)
21. Subsidiaries of the small business issuer(6)
23. Consents
23.1 Consent of Cacciamatta Accountancy Corporation(9)
23.2 Consent of Coopers & Lybrand L.L.P.(9)
(1) Incorporated by reference to the Company's Registration
Statement on Form SB-2, filed on November 1, 1993
(2) Incorporated by reference to the Company's Registration
Statement on Form 10-SB, File No. 0-20910 (the "Form 10")
(3) Incorporated by reference to the Company's Annual Report on
Form 10K-SB for the year ended July 31. 1994.
<PAGE>
(4) Incorporated by reference to the Company's Annual Report on Form 10K-SB
for the year ended July 31, 1995.
(5) Incorporated by reference to the Company's Current Report on
Form 8-K dated March 12, 1996.
(6) Incorporated by reference to the Company's Registration
Statement on Form S-3, file no. 333-6423, filed on June 20,
1996.
(7) Incorporated by reference to the Company's Current Report on
Form 8-K dated August 21, 1996.
(8) Incorporated by reference to the Company's Current Report on
Form 8-K dated December 12, 1996.
(9) Filed herewith.
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.
(b). Reports on Form 8-K
A report on Form 8-K dated June 26, 1995 was filed as
disclosed in Item 8, to report a change in auditors. See Item
8.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WIZ TECHNOLOGY, INC.
By
Mar-Jeanne Tendler, Chairman of the Board and Chief Executive Officer
Date February 5, 1997
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By
Arthur S. Tendler, President
Date: February 5, 1997
By
Bruce Allen Gilgen, Executive Vice President, Chief Operating Officer
Date: February 5, 1997
By:
Richard H. Nance, Chief Financial Officer
Date: February 5, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of WIZ Technology, Inc. of our report dated January 28, 1997 on our
audit of the consolidated financial statements of WIZ Technology, Inc. as of and
for the year ended July 31, 1996, which report is included in this Annual Report
on Form 10-KSB.
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
January 30, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of WIZ Technology, Inc. of our report dated November 8, 1995 on our
audit of the consolidated financial statements of WIZ Technology, Inc. and
Subsidiary for the year ended July 31, 1995, which report is included in this
Annual Report on Form 10-KSB.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
January 28, 1997
