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Previous: MATRIX CAPITAL CORP /CO/, 10-Q/A, 1998-11-30 |
Next: HOLLAND SERIES FUND INC, 485BPOS, 1998-11-30 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1998
STRATFORD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-26112 41-1759882
(State of Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
67 Wall Street, New York, New York 10005
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-825-9292
<PAGE>
Item 1. Changes in Control of Registrant. None.
Item 2. Acquisition or Disposition of Assets. On September 16, 1998, the
registrant's wholly-owned subsidiary, Novacrete Technology (Canada) Inc.,
located at 2525 Tedlo Street, Mississauga, Ontario L5A 4A8, purchased all the
issued and outstanding common stock of ARM PRO, Inc., located at P.O. Box 11,
Teeswater, Ontario N0G 2S0. The purchase price was $891,000 (CDN).
Since 1986, ARM PRO has manufactured and marketed the trademarked FIBERFORCE
line of polypropylene fibres. Polypropylene fibres are blended into cementitious
products to provide secondary reinforcement and reduce plastic cracking. The
Registrant will be conducting a full audit of ARM PRO's financial statements
which will be filed with the Commission by November 30, 1998.
The funds used to purchase ARM PRO Inc. were derived from the Registrant's sale
of a 9% $800,000 (USD) debenture that matures on September 4, 2000, and which
included a warrant to purchase 1,500,000 shares of the Registrant's common stock
at the exercise price of $.45 per share for a period commencing on the issuance
thereof and terminating on September 4, 2000.
Item 3. Bankruptcy or Receivership. None.
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. None.
Item 6. Resignation of Registrant's Directors. None.
Item 7. Financial Statements and Exhibits. In conjunction with the Registrant's
filing obligations, the financial statements of ARM PRO, Inc. (See Item 2 above)
for the fiscal periods ending May 31, 1998 and May 31, 1997 have been audited
and are annexed hereto as Exhibit A. In addition unaudited financial statements
for the period commencing on the first day of ARM PRO Inc.'s fiscal year being
June 1, 1998 and ending on the closing date of the aforementioned transaction,
September 16, 1998, are also annexed hereto as part of Exhibit A.
Item 8. Change in Fiscal Year. None.
Item 9. Sales of Equity Securities Pursuant to Regulation S. None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRATFORD ACQUISITION CORPORATION
(Registrant)
Dated: November 30, 1998 /s/ Daniel W. Dowe
---------------------------------
Daniel W. Dowe, President
67 Wall Street, Suite 2411
New York, New York 10005
(212) 825-9292
<PAGE>
STRATFORD ACQUISITION CORP. AND SUBSIDIARY/ARMPRO, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma condensed financial statements have
been prepared to show the effects of the September 16, 1998 acquisition of
Armpro, Inc. ("Armpro") by Stratford Acquisition Corp. for $592,000. The
acquisition is accounted for as a purchase business combination.
The following unaudited pro forma consolidated balance sheet presents the
pro forma financial position of the Company at August 31, 1998 as if the
acquisition of Armpro had occurred on such date. Included are adjustments to
record the purchase consideration paid and the resulting goodwill.
The unaudited pro forma consolidated statements of operations for the year
ended May 31, 1998 and the three month period ended August 31, 1998 reflect the
combined results of the Company and Armpro, Inc. as if the acquisition had
occurred on June 1, 1997.
The unaudited pro forma consolidated statements of operations do not
necessarily represent actual results that would have been achieved had the
companies been together as of June 1, 1997, nor may they be indicative of future
operations. These unaudited pro forma consolidated financial statements should
be read in conjunction with the Company's historical financial statements and
notes thereto.
<PAGE>
STRATFORD ACQUISITION CORP. AND SUBSIDIARY/ARMPRO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
A. The following unaudited pro-forma adjustments are included in the
accompanying unaudited pro forma consolidated balance sheet at August 31,
1998:
(1) To record the acquisition of all of the issued stock of Armpro for
$592,400 shares, with the acquisition accounted for as a purchase business
combination. The net fair value of assets acquired, consisting of cash,
accounts receivable, inventory and fixed assets, as reduced by accounts
payable, was $255,941.
(2) To record $800,000 in debt borrowed to finance the acquisition. The
B. following pro-forma adjustments are included in the accompanying unaudited
pro forma consolidated statements of operations for the year ended May 31,
1998 and the period ended August 31, 1998:
(1) To record the amortization of goodwill.
(2) To record a fair market cost for rent expense for $1,600 per month.
(3) To record interest expense on financing debt at 10%.
<PAGE>
STRATFORD ACQUISITION CORP. AND SUBSIDIARY/ARMPRO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
Stratford
Acquisition
Corp. and
Subsidiaries Armpro, Inc. Pro Forma
August 31, September 16, Adjustments
----------- ------------- -----------
1998 1998 DR (CR) Total
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash $ -- $ 158,275 (1),(2) $ 196,962 $ 355,237
Accounts receivable, net 10,027 87,735 97,762
Other receivable 4,877 2,396 7,273
Inventory 144,776 65,458 210,234
Prepaid expenses and other current assets 18,050 -- 18,050
----------- ----------- -----------
TOTAL CURRENT ASSETS 177,730 313,864 688,556
PROPERTY AND EQUIPMENT 96,019 3,636 99,655
GOODWILL -- -- (1) 363,969 363,969
DEPOSITS AND OTHER ASSETS 12,808 550 13,358
----------- ----------- ----------- -----------
$ 286,557 $ 318,050 $ 560,931 $ 1,165,538
=========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash deficit $ 9,555 $ -- $ $ 9,555
Accounts payable and accrued expenses 237,028 62,592 299,620
Notes payable 632,111 -- (2) 800,000 1,432,111
Current portion of long-term debt, net of discount -- -- --
----------- ----------- ----------- -----------
TOTAL CURRENT LIABILITIES 878,694 62,592 1,731,731
STOCKHOLDERS' EQUITY:
Common stock, $ .0001 par value, 50,000,000 shares
authorized, 12,243,145 shares issued and outstanding --
(actual) and (pro forma) 12,243 665 (1) (665) 12,243
Additional paid-in capital 3,654,296 3,654,296
Translation adjustment -- (3,883)(1) 3,883 --
Retained earnings (deficit) (4,258,676) 258,676 (1) (232,732) (4,232,732)
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY (592,137) 255,458 (566,193)
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 286,557 $ 318,050 $ 570,486 $ 1,165,538
=========== =========== =========== ===========
</TABLE>
See notes to pro forma financial statements.
<PAGE>
STRATFORD ACQUISITION CORP. AND SUBSIDIARY/ARMPRO INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Stratford Acquisition
Corp. and Subsidiaries Armpro, Inc.
Three months ended Period June 1, 1998 Pro Forma
August 31, to September 16, 1998 Adjustments
------------ ------------ ------------
1997 1997 DR (CR) Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ 9,677 $ 99,994 $ $ 109,671
COST OF GOODS SOLD 4,155 98,754 102,909
------------ ------------ ------------
GROSS PROFIT 5,522 1,240 6,762
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 258,744 9,068(2) 4,800 272,612
AMORTIZATION OF GOODWILL --(1) 6,000 6,000
NON-CASH IMPUTED STOCK COMPENSATION 18,750 -- 18,750
------------ ------------ ------------
OPERATING LOSS (271,972) (7,828) (284,600)
INTEREST INCOME (EXPENSE) (15,264) (111)(3) (20,000) (35,375)
AMORTIZATION OF DEBT DISCOUNT (26,074) (26,074)
FOREIGN CURRENCY GAIN (LOSS) (12,682) 16,727
PROVISION FOR TAXES -- (3,783) (3,783)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (325,992) $ 5,005 $ (349,832)
============ ============ ============
NET INCOME (LOSS) PER SHARE $ (0.03) $ (0.03)
============ ============
WEIGHTED AVERAGE SHARES 12,150,849 12,150,849
============ ============
</TABLE>
See notes to pro forma financial statements.
<PAGE>
STRATFORD ACQUISITION CORP./ARMPRO INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Stratford Acquisition
Corp. and Subsidiaries Armpro, Inc.
Year ended Year ended Pro Forma
May 31, May 31, Adjustments
----------- ----------- -----------
1998 1998 DR (CR) Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $ 9,073 $ 318,481 $ $ 327,554
COST OF GOODS SOLD -- 133,988 133,988
----------- ----------- -----------
GROSS PROFIT 9,073 184,493 193,566
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 824,321 153,592 (2) 19,200 997,113
AMORTIZATION OF GOODWILL -- (1) 24,000 24,000
NON-CASH IMPUTED STOCK COMPENSATION 180,405 -- 180,405
----------- ----------- -----------
OPERATING LOSS (995,653) 30,901 (983,952)
INTEREST INCOME (EXPENSE) (17,139) (438)(3) (80,000) (97,577)
AMORTIZATION OF DEBT DISCOUNT (84,535) (84,535)
FOREIGN CURRENCY GAIN (LOSS) 62,825
PROVISION FOR TAXES (15,267) (11,715) (26,982)
----------- ----------- ----------- ----------
NET LOSS $(1,112,594) $ 81,573 (1,193,046)
=========== ===========
NET LOSS PER SHARE - BASIC $ (0.10) $ (0.10)
=========== ===========
WEIGHTED AVERAGE SHARES 11,472,508 11,472,508
=========== ===========
</TABLE>
See notes to pro forma financial statements.
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