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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT 2
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST REPORTED EVENT August 26, 1996
RAM-Z ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-25496 87-0400335
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
5444 Westheimer, Suite 2080
Houston, Texas 77056
(Address of Registrant's principal executive offices)
(713) 622-1893
(Registrant's telephone number, including area code)
(713) 840-9034
(Registrant's facsimile number, including area code)
155 East 34th Street, Apt. 10A
New York, New York 10016
(Former Address, if Changed from Last Report)
<PAGE> 2
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses required
Attached hereto, and incorporated herein, are the following Financial
Statements of the company and businesses acquired by the company.
(1.) RAM-Z Enterprises, Inc.
(2.) Hyperdynamics Corporation
(3.) Houston Creative Connections, Inc.
(4.) MicroData Systems, Inc.
This Amendment 2 supersedes Amendment 1.
<PAGE> 3
RAM-Z ENTERPRISES, INC.
PRO FORMA COMBINED BALANCE SHEET
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
The following pro forma balance sheet has been derived from the balance
sheets of the various companies at June 30, 1996 and adjusts such information
to give effect to the mergers which occurred in August, 1996, as if such
mergers had occurred on June 30, 1996. The pro forma balance sheet is
presented for informational purposes only and does not purport to be indicative
of the financial condition that actually would have resulted if the Mergers had
been consummated at June 30, 1996. The pro forma balance sheet should be read
in conjunction with the notes thereto and the financial statements of the
various companies and related notes thereto contained elsewhere in this Form
8-K.
<TABLE>
<CAPTION>
ASSETS Hyper- Houston
RAM-Z Dynamics MicroData Creative Adjustments Consolidated
---------- --------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets
Cash $ 99,916 $ 2,991 $ 50,555 $ 22,500 (1) $ 175,962
Accounts receivable 239,895 502,970 742,863
Prepaid expenses 32,082 32,082
----------- --------- ---------- ---------- ---------- ----------
Total current assets 99,916 274,968 553,525 22,500 950,909
----------- --------- ---------- ---------- ---------- ----------
Equipment, net 19,101 32,657 113,225 164,983
Other assets 11,271 3,458 14,729
----------- --------- ---------- ---------- ---------- ----------
$ $ 119,017 $ 318,896 $ 670,208 $ 22,500 $1,130,621
=========== ========= ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank credit line $ 145,000 $ 145,000
Current portion of long-term debt $ 3,865 $ 10,306 37,173 51,344
Accounts payable $ 77,741 6,416 282,344 65,844 $ (77,741) (2) 354,604
Accrued expenses 2,368 86,901 89,269
Deferred income taxes 70,607 70,607
----------- --------- ---------- ---------- ---------- ----------
Total current liabilities 77,741 10,281 295,018 405,525 (77,741) 710,824
----------- --------- ---------- ---------- ---------- ----------
Long-term debt 14,933 18,693 46,094 79,720
Stockholders' equity
Common stock, par value $.001;
authorized 50,000,000 shares;
issued and outstanding 6,265,000 50,000 (43,780) (2)
45 (1) 6,265
Common stock, par value $.01;
authorized 10,000,000 shares;
issued and outstanding 200,000 2,000 (2,000) (2) -
Common stock, par value $.10;
authorized 1,000,000 shares;
issued and outstanding 75,000 7,500 (7,500) (2) -
Common stock, no par value;
authorized 100,000 shares;
issued and outstanding 1,000 2,000 (2,000) (2) -
Paid-in capital 108,503 98,000 546 (28,413) (2) -
(22,455) (1) 156,181
Retained earnings (deficit) (236,244) ( 6,197) (2,861) 216,589 236,244 (2)
(29,900) (3) 177,631
----------- --------- ---------- ---------- ---------- ----------
(77,741) 93,803 5,185 218,589 100,241 340,077
----------- --------- ---------- ---------- ---------- ----------
$ 0 $ 119,017 $ 318,896 $ 670,208 $ 22,500 $1,130,621
=========== ========= ========== ========== ========== ==========
</TABLE>
See notes to pro forma consolidated financial statements.
2
<PAGE> 4
HOUSTON CREATIVE CONNECTIONS, INC.
BALANCE SHEET
June 30, 1996
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 50,555
Accounts receivable, net of allowance for
doubtful accounts of $20,000 502,970
----------
TOTAL CURRENT ASSETS 553,525
----------
EQUIPMENT
Computer equipment 230,759
Furniture and fixtures 59,699
Other 35,864
----------
326,322
Less accumulated depreciation and amortization (213,097)
----------
113,225
OTHER ASSETS 3,458
----------
$ 670,208
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 37,173
Bank credit line 145,000
Accounts payable 65,844
Accrued expenses 86,901
Deferred incom taxes 70,607
----------
TOTAL CURRENT LIABILITIES 405,525
----------
LONG-TERM DEBT 46,094
STOCKHOLDER'S EQUITY
Common stock, no par value; 100,000 authorized;
1,000 shares issued and outstanding 2,000
Retained earnings 216,589
----------
TOTAL STOCKHOLDER'S EQUITY 218,589
----------
$ 670,208
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOUSTON CREATIVE CONNECTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
Years ended June 30, 1996 and 1995
Note 1 - Significant Accounting Policies
ORGANIZATION - Houston Creative Connections, Inc. ("Company") was formed on
November 5, 1985, as a Texas corporation. The Company is primarily an
outsourcing agency placing creative graphic design and computer programming
professionals. The Company also operates a public relations and full-service
advertising division, begun in 1996.
EQUIPMENT - Leasehold improvements and equipment are stated at cost and are
amortized using the straight-line method over a 5-year period which is the
estimated useful life of the assets.
REVENUES - Contract placement revenues are recognized as services are rendered
by contract employees. Drafting and public relations/advertising revenues are
recognized using the percentage of completion method based on the percentage of
work completed as compared to the total project.
INCOME TAXES - Pursuant to an IRS election filed in 1985, the stockholder has
elected to be treated as an S Corporation whereby the net profits and losses
of the Company are reported by the sole stockholder. Hence, no provision for
income tax expense is provided for in the financial statements. Beginning
August 15, 1996, this election was automatically terminated by the merger with
HyperDynamics Corporation. As of June 30, 1996 related deferred income taxes
are shown at $70,607. See Note 5.
CONCENTRATION OF CREDIT RISK - The Company performs credit evaluations of its
customers and maintains reserves for losses. At June 30, 1996, a single
customer accounted for 59% of 1996 revenues and 45% of accounts receivable.
Note 2 - Line of credit
At June 30, 1996, the Company had a financing agreement in place with a bank
under which the Company may borrow up to $150,000. The borrowing bears
interest at the bank's reference rate plus 2%. At June 30, 1996, $145,000 was
outstanding under the line. The line is secured by accounts receivable,
unencumbered assets of the Company, assignment of insurance on the life of the
sole stockholder, and guaranty of the sole stockholder. The line of credit
expires on January 12, 1999.
5
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