U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended July 9, 2000
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 33-95796
TANNER'S RESTAURANT GROUP, INC.
-------------------------------
(Name of small business issuer in its charter)
Texas 76-0406417
----- ----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1087 Broad Street, 4th Floor
Bridgeport, Connecticut 06604
-----------------------------
(Address of principal executive offices, including zip code)
Issuer's telephone number: (203) 333-6389
c/o J.P. Carey, Inc.
Atlanta Financial Center, East Tower
3343 Peachtree Road, Suite 500
Atlanta, Georgia 30326
----------------------
(Former address, if changed since last report)
Check whether the issuer (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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 66,857,197 shares, as of
August 23, 2000.
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TABLE OF CONTENTS
-----------------
PAGE
----
PART I FINANCIAL INFORMATION ............................................. 3
Item 1. Financial Statements .......................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation ..... 9
PART II OTHER INFORMATION ................................................ 11
Item 1. Legal Proceedings ............................................. 11
Item 2. Changes in Securities and Use of Proceeds ..................... 11
Item 3. Defaults Upon Senior Securities ............................... 12
Item 6. Exhibits and Reports on Form 8-K .............................. 13
SIGNATURES ................................................................ 15
EXHIBIT INDEX ............................................................. 16
2
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Tanner's Restaurant Group, Inc.
Consolidated Balance Sheet as of July 9, 2000 (Unaudited)
ASSETS
------
CURRENT ASSETS:
Cash $ 482,776
Accounts receivable 16,079
Notes receivable 20,483
Property and equipment held for sale 88,018
Prepaid expenses and other current assets 105,661
-----------
Total current assets 713,017
PROPERTY AND EQUIPMENT 28,812
DEPOSITS $ 4,891
-----------
$ 746,720
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 885,276
Accrued expenses 531,227
Current portion of long-term debt and notes in default 2,755,439
-----------
Total current liabilities 4,171,942
ACCOUNTS PAYABLE 118,059
NOTES PAYABLE OFFICERS 34,154
CONVERTIBLE DEBENTURES 4,553,652
STOCKHOLDERS' DEFICIT:
Preferred stock 1,214,796
Common stock, $.01 par value, 200 million shares,
authorized 63,816,575 issued and outstanding 638,166
Additional paid - capital (7,976,013)
Accumulated deficit (2,008,036)
-----------
Total stockholders' deficit (8,131,087)
-----------
$ 746,720
===========
See notes to unaudited financial statements.
3
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<CAPTION>
Tanner's Restaurant Group, Inc.
Consolidated Statements of Operations
For the 12 Weeks Ended
-----------------------------
July 9, 2000 June 30, 1999
------------ -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 5,547 $ --
Costs and expenses (16,874) --
------------ -------------
Gross profit (loss) (11,327) --
Selling, general and administrative 417,826 --
------------ -------------
Loss from operations before other expense (429,153) --
Other expense:
Interest expense (1,517,884) --
------------ -------------
Loss from continuing operations before extraordinary gain (1,947,037) --
Extraordinary gain on debt extinguishment 197,000 --
------------ -------------
Net loss $ (1,750,037) --
============ =============
Net loss per common share - basic and diluted
Continuing operations $ (0.08) $ (0.05)
Extraordinary gain .01 --
------------ -------------
$ (0.07) $ (0.05)
============ =============
Weighted average common shares
Outstanding - basic and diluted 30,196,986 8,334,489
============ =============
See notes to unaudited financial statements.
4
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<CAPTION>
Tanner's Restaurant Group, Inc.
Consolidated Statements of Operations
For the 28 Weeks Ended
----------------------------
July 9, 2000 June 30, 1999
------------ -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 18,950 $ --
Costs and expenses (39,013) --
------------ ------------
Gross profit (loss) (20,063) --
Selling, general and administrative 539,007 --
------------ ------------
Loss from operations before other expense (559,070) --
Other expense:
Interest expense (1,517,884) --
------------ ------------
Loss from continuing operations before extraordinary gain (2,076,954) --
Extraordinary gain on debt extinguishment 197,000 --
------------ ------------
Net loss $ (1,879,954) --
============ ============
Net loss per common share - basic and diluted
Continuing operations $ (0.15) $ (0.10)
Extraordinary gain 0.01 --
------------ ------------
$ (0.14) $ (0.10)
============ ============
Weighted average common shares
Outstanding - basic and diluted 19,584,741 8,324,368
============ ============
See notes to unaudited financial statements.
5
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<CAPTION>
Tanner's Restaurant Group, Inc.
Consolidated Statements Cash Flows as of July 9, 2000 (Unaudited)
For the 28 Weeks Ended
----------------------------
July 9, 2000 June 30, 1999
------------ -------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,879,954) $
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Beneficial conversion feature 1,517,884 --
Extraordinary gain (197,000) --
Changes in assets and liabilities:
Decrease in accounts receivable 77,720 --
Increase in accounts payable 107,126 --
Increase in deposits $ (4,891) --
----------- -----------
$ 1,500,839 --
----------- -----------
Net cash used in operating activities $ (379,115) --
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ (28,812) --
----------- -----------
Net cash used in investing $ (28,812) --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of note payable - officer (10,000) --
Proceeds from convertible debentures $ 900,000 --
----------- -----------
Net cash provided by financing activities 890,000 --
----------- -----------
Net increase in cash 482,073 --
----------- -----------
CASH, beginning of period 703 --
----------- -----------
CASH, end of period $ 482,776 --
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Assumption of net liabilities for common stock:
Convertible debentures 3,653,652
Notes payable officer 45,454
See notes to unaudited financial statements.
6
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<PAGE>
Tanner's Restaurant Group, Inc.
Notes To Consolidated Financial Statements as of July 9, 2000 (Unaudited)
1. Basis Of Preparation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, these financial statements do not include all of
the information and disclosures required for annual financial statements.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of July 9, 2000, and the results of operations and cash flows for
the periods ended July 9, 2000 and June 30, 1999 have been included.
The results of operations for the period ended July 9, 2000, are not
necessarily indicative of the results to be expected for the full year.
2. Acquisition
Effective May 31, 2000 (closing date June 2, 2000), the Company acquired
all of the common stock of Fone.com, Limited ("Fone.com"), a company organized
under the laws of England and Wales, in exchange for 40,000,000 shares of the
Company's common stock and the assumption of $3,453,652 of debt of DCI
Telecommunications, Inc. The acquisition has been accounted for as a reverse
acquisition under the purchase method for business combinations. Accordingly,
the combination of the two companies is recorded as a recapitalization of
Fone.com, pursuant to which Fone.com is treated as the continuing entity.
Following the acquisition, Fone.com was renamed "B4B Communications, Limited."
On June 7, 2000, the Company received a net investment of $900,000 in
exchange for 6% secured convertible debentures. The Company issued debentures in
an aggregate principal amount of $4,553,652, of which $4,353,652 were issued to
Sherman LLC ("Sherman") and $200,000 were issued to Triton Private Equities
Fund, LP ("Triton"). The debentures issued to Triton were issued to refinance
existing indebtedness owed to Triton. The debentures issued to Sherman were
issued in exchange for an investment of $900,000 by Sherman, the payment of
$200,000 of the Company's existing indebtedness by Sherman, and to refinance
another $3,653,652 of existing indebtedness owed by the Company.
The debentures issued to Sherman and Triton entitle the holder to convert
all or a portion of the debentures into shares of the Company's common stock at
a conversion price which is the lower of $.75 per share or a variable conversion
price of seventy-five percent (75%) of the average of the five lowest closing
prices of stock during the twenty preceding trading days immediately prior to
the date of conversion. In addition, the conversion price of common stock is
reduced by a further 10% discount if, before October 5, 2000, the Company sells
common stock, without consent of each of the holders of the debentures, at a
price that is lower than either the market price of the common stock on June 7,
2000 or $.75 per share. The maximum number of shares of common stock into which
the holder of the debenture may convert is capped at 4.9% of the total number of
outstanding shares of common stock, as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended. The holder of the
debenture may convert into additional shares of common stock only to the extent
that previously converted shares are sold in the open market, so that the amount
7
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beneficially owned by that holder never exceeds 4.9%. The debentures are secured
by all of the assets and property of the Company, including a pledge of all
outstanding shares of Fone.com. In addition, the Company has agreed to file a
registration statement with the SEC within 150 days of June 7, 2000 covering
resale of the common stock issuable upon conversion of the debentures.
3. Earnings Per Share
The following table represents the calculation of basic and diluted
earnings per share:
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<CAPTION>
Tanner's Restaurant Group, Inc.
For the 12 Weeks Ended For the 28 Weeks Ended
---------------------- ----------------------
July 9, 2000 June 30, 1999 July 9, 2000 June 30, 1999
------------ ------------- ------------ -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net loss $ (1,750,037) $ -- $ (1,879,954) $ --
Less: Dividends on Series A (138,436) (138,436) (276,872) (306,880)
Preferred Stock
Dividends on Series D (160,965) (128,882) (321,930) (229,204)
Preferred Stock
Dividends on Series E (148,900) (148,900) (297,800) (277,947)
Preferred Stock
------------------
Net loss attributable to
common shareholder $ (2,198,338) $ (416,218) $ (2,776,556) $ (814,031)
Weighted average common
shares outstanding 30,196,986 8,334,489 19,584,741 8,324,368
8
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be read in
conjunction with the financial statements and notes thereto appearing elsewhere
herein.
General
-------
Effective May 31, 2000, (closing date June 2, 2000), the Company acquired
all of the common stock of Fone.com, Limited ("Fone.com"), a company organized
under the laws of England and Wales that has been subsequently renamed B4B
Communications, Limited, from DCI Telecommunications, Inc. in exchange for
40,000,000 shares of the Company's common stock and the assumption of $3,453,652
of debt of DCI. The acquisition has been accounted for as a reverse acquisition
under the purchase method for business combinations. Accordingly, the
combination of the two companies is recorded as a recapitalization of Fone.com,
pursuant to which Fone.com is treated as the continuing entity. Accordingly, the
Statement of Operations reflects the activity of Fone.com since inception.
On June 7, 2000, the Company received a net investment of $900,000 in
exchange for 6% secured convertible debentures. Tanners issued the Debentures in
an aggregate principal amount of $4,553,652, of which $4,353,652 were issued to
Sherman LLC ("Sherman") and $200,000 were issued to Triton Private Equities
Fund, LP ("Triton"). The debentures issued to Triton were issued to refinance
existing indebtedness owed to Triton. The debentures issued to Sherman were
issued in exchange for an investment of $900,000 by Sherman, the payment of
$200,000 of the Company's existing indebtedness by Sherman, and to refinance
another $3,653,652 of existing indebtedness owed by the Company.
Results of Operations
---------------------
Revenues and costs and expenses for the 28 weeks ended July 9, 2000 were
$18,950 and $39,013, respectively. There were no revenues and costs and expenses
for the comparable 1999 period.
Selling, general and administrative expenses for the 28 weeks ended July 9,
2000 were $539,007, consisting principally of salaries, rent and professional
fees associated with the Company's acquisition of Fone.com.
The Company recognized interest expense of $1,517,884 as a result of the
beneficial conversion feature of the convertible debenture of $4,553,652 assumed
in the acquisition of Fone.com.
The Company recognized an extraordinary gain in the period ended July 9,
2000 as a result of the settlement of an accounts payable with a vendor.
Liquidity and Capital Resources
-------------------------------
Cash used in operations for the period ended July 9, 2000 was $379,115,
principally as a result of the operating loss before non-cash items of $429,153.
At July 9, 2000, the Company's primary source of liquidity was $482,776 in
cash.
Management believes that the Company's sources of working capital may be
insufficient to meet its ongoing financial obligations. As of July 9, 2000, we
had $482,776 in cash, but we had current liabilities of $4,171,942 as of that
date and generated revenues of only $18,950 during the 28 weeks ended on that
date. Our current liabilities are in addition to our long term debt. We hope to
renegotiate or restructure our outstanding debt on more favorable terms; but if
we cannot renegotiate our debt on more favorable terms, and if our revenues do
not grow with sufficient speed and magnitude, we may become unable to continue
as a going concern. Because we have pledged the outstanding stock of Fone.com to
Sherman and Triton as security for our outstanding indebtedness to them, any
default on that indebtedness will enable Sherman and Triton to take control of
Fone.com, and we could be left without any business with which to generate
revenue.
9
<PAGE>
Forward-Looking Statements
--------------------------
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to future economic performance,
plans and objectives of management for future operations and projections of
revenues and other financial items that are based on the beliefs of our
management, as well as assumptions made by, and information currently available
to, our management. The words "expect," "estimate," "anticipate," "believe" and
similar expressions are intended to identify forward-looking statements. Those
statements involve risks, uncertainties and assumptions, including industry and
economic conditions, competition and other factors discussed in this and our
other filings with the SEC. If one or more of these risks or uncertainties
materialize or underlying assumptions prove incorrect, actual outcomes may vary
materially form those indicated.
Year 2000 Computer Issues
-------------------------
The "Year 2000 problem" is a general term used to identify those computer
programs or applications that are programmed to use a two-digit field, instead
of a four-digit field, for the year component of a date. Those programs or
applications that are programmed in this manner may recognize the year 2000 as
the year 1900, thereby causing potential system failures or miscalculations,
which could result in disruptions of normal business operations. We had no
significant "Year 2000" problems.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------
We are a named party in the following legal proceedings:
On June 1, 1998, Harvest Restaurant Group, Inc. (now known as Tanner's
Restaurant Group, Inc.) was named as a defendant in a lawsuit filed in Texas in
Nueces District Court by Lin Chin Liu Ho and Chi Pen Ho (Case Number 98-2048-E).
The Court has awarded the plaintiffs a judgment against us in the amount of
$75,000. In addition, the Court has awarded a post-judgment writ of garnishment
against one of our bank accounts.
On August 12, 1998, Harvest was named as a defendant in a lawsuit filed in
Texas by Green Tree Vendor Services Co. in Bexar County Court (Case No. 247317),
seeking recovery of damages of $38,691 for Harvest's failure to make payments
under two equipment leases. The court has awarded the plaintiffs a judgment in
the amount of $38,691.
On August 20, 1998, Harvest was named as a defendant in a lawsuit filed in
Texas by Toufic Kahlife in Bexar County District Court in Case No. 98-CI-12200.
The Court has entered a judgment in favor of the plaintiffs for $87,500, plus
court costs and interest.
On April 14, 2000, Sysco Food Service of Atlanta, L.L.C. filed a complaint
against us in the Superior Court of Fulton County, Georgia. We have reached a
settlement agreement with Sysco that requires us to pay Sysco $60,000 in cash
and issue to Sysco shares of common stock valued at $100,000 on or before
September 15, 2000.
On June 22, 2000, litigation was commenced against the Company and certain
of its affiliated companies by Finova Mezzanine Capital Inc. The litigation
arises out of certain guaranties executed by the Company and its affiliated
companies in connection with two promissory notes executed by Hartan, Inc., a
wholly-owned subsidiary of the Company, in January 1999 in connection with the
merger of TRC Acquisition Corporation with and into Hartan. The Complaint seeks
a judgment against the Company and the affiliated companies in the amount of
$1,790,323.52 plus interest, costs and attorneys fees.
Prior to the merger of TRC with and into Hartan, Harvest had settled a
number of lawsuits and claims, and since the merger, the Company has settled
additional lawsuits and claims. Some of these settlements are documented by
executed settlement agreements and releases while others are not.
We are involved in certain claims arising in the normal course of business.
In our opinion, although the outcomes of any such claims are uncertain, in the
aggregate they are not likely to have a material adverse effect on us.
Item 2. Changes in Securities and Use of Proceeds
-------------------------------------------------
We have issued the following unregistered securities in reliance on one or
more of the exemptions from registration provided by Sections 3(a)(9), 3(a)(11),
4(2) and 4(6) of the Securities Act, Regulation D and Rule 701, as promulgated
by the SEC under the Securities Act. Recipients of securities in these
transactions represented their intention to acquire the securities for
investment purposes only and not with a view to or for the sale in connection
with any distribution thereof, and appropriate legends were affixed to the share
certificates issued in such transactions. We believe that all recipients of
these securities had adequate information about us, either through their
relationships with us, or through information that we provided to them.
11
<PAGE>
In May 2000, we issued 12,191,018 shares of common stock to certain holders
of our Series D preferred stock upon their conversions of 290.6 shares of our
Series D preferred stock.
Also in May 2000, we issued a convertible note in the principal amount of
$50,000 to Bonham Drive LLC. This note bears interest at a rate of 7% per annum,
is convertible into shares of common stock at a conversion price of $.03 per
share, and matures on December 31, 2000.
In June 2000, we issued 40,000,000 shares of our common stock to DCI
Telecommunications, Inc. in connection with our acquisition of Fone.com,
Limited.
Also in June 2000, we issued two 6% Secured Convertible Debentures in an
aggregate principal amount of $4,553,652. These Debentures bear interest at a
rate of 6% per annum and will mature on June 7, 2002. These Debentures entitle
the holders thereof to convert all or a portion of the Debentures into shares of
our common stock at a conversion price which is the lower of (i) $.75 per share
or (ii) seventy-five percent of the average of the five lowest closing prices of
our common stock during the twenty preceding trading days immediately prior to
the date of conversion. In addition, the conversion price will be further
reduced by a ten percent discount if, before October 5, 2000, we sell shares of
our common stock without the consent of all of the holders of the Debentures at
a price that is lower than either the market price of our common stock on June
7, 2000 or $.75 per share. The maximum number of shares of common stock into
which the holder of a Debenture may convert is capped at 4.9% of the total
number of outstanding shares of our common stock, as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended. The
holder of a Debenture may convert into additional shares of common stock only to
the extent that previously converted shares of common stock have been sold in
the open market, such that that total number of shares beneficially owned by
that holder never exceeds 4.9% of the outstanding shares of our common stock.
The Company may redeem the Debentures in whole or in part at redemption prices
that increase over time from 123.33% of the principal amount (during the 120 day
period following June 7, 2000) to 133.33% of the principal amount (at any time
more than 180 days after June 7, 2000). The Debentures are secured by all of the
assets and property of the Company, including a pledge of all of the outstanding
shares of Fone.com.
We have also agreed to issue to Sysco, on or before September 15, 2000,
shares of our common stock valued at $100,000. See "Item 1. Legal Proceedings,"
above.
Item 3. Defaults Upon Senior Securities
---------------------------------------
Prior to the acquisition of Fone.com, the Company had sold its restaurant
business and had no assets or ongoing operations. Given that a number of its
liabilities remained outstanding during this period, we must assume that we and
our subsidiaries are in default under nearly all of the Company's
pre-acquisition obligations. In the aggregate, these obligations, some of which
are set forth below, total approximately $4.2 million.
We believe that Hartan is in default under, among other things, its
$2,000,000 note to FINOVA Mezzanine Capital, Inc. We have executed a guaranty of
this note, of which a principal amount of approximately $1,790,000 remains
outstanding. As described above, this guaranty is the subject of ongoing
litigation.
12
<PAGE>
We believe that certain of the affiliated Tanner's companies may be in
default under notes to: SECA VII, LLC, in the principal amount of approximately
$350,000; Ralph D'Iorio, in the principal amount of approximately $306,617;
Colonial Bank, in the principal amount of approximately $213,353; and First
Union National Bank, in the principal amount of approximately $92,469. To the
knowledge of the new management team, we have not been notified whether we or
our subsidiaries are in default under these obligations; accordingly, pursuant
to the instruction to Item 3(a) of Form 10-QSB, we have not provided all of the
information required by Item 3(a) of Form 10-QSB.
We have not paid dividends on our Series A preferred stock since June 1998,
and we are currently analyzing our alternatives for addressing these arrearages.
The amount of dividends that accrued on the Series A preferred stock during the
second quarter of 2000 was $138,436. As of July 9, 2000, the aggregate amount
of the dividends in arrears with respect to our Series A preferred stock was
$1,152,906.
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibit No. Title
----------- -----
2.1 Stock Purchase Agreement by and between Tanner's Restaurant
Group, Inc. and DCI Telecommunications dated May 31, 2000.
(Filed as Exhibit 2.1 to our current report on Form 8-K
filed on June 19, 2000 and incorporated herein by
reference.)
4.1 Form of Debenture. (Filed as Exhibit 4.1 to our current
report on Form 8-K filed on June 19, 2000 and incorporated
herein by reference.)
4.2 Convertible Promissory Note, dated May 12, 2000, by and
between Bonham Drive LLC and Tanner's Restaurant Group, Inc.
10.1 Securities Purchase Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton Private
Equities Fund, L.P. dated June 7, 2000. (Filed as Exhibit
10.1 to our current report on Form 8-K filed on June 19,
2000 and incorporated herein by reference.)
10.2 Security Interest and Pledge Provisions between Tanner's
Restaurant Group, Inc. and Fone.com Limited. (Filed as
Exhibit 10.2 to our current report on Form 8-K filed on June
19, 2000 and incorporated herein by reference.)
10.3 Registration Rights Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton Private
Equities Fund, L.P. dated June 7, 2000. (Filed as Exhibit
10.3 to our current report on Form 8-K filed on June 19,
2000 and incorporated herein by reference.)
10.4 Lease Agreement, dated June 9, 2000, by and between John
Broadcannon, LLC, as landlord, and Corzon, Inc. (a/k/a
Tanner's Restaurant Group, Inc. ), as Tenant.
10.5 Master Service Agreement, dated February 22, 2000, by and
between Viatel UK, LTD. and Fone.com, Ltd.
10.6 International Message Telephone Service Agreement, dated
January 14, 2000, between Pacific Gateway Exchange (UK)
Limited and Fone.com, Ltd.
20.1 Notice of Action Taken by the Written Consent of the Holders
of a Majority of the Outstanding Shares of Common Stock,
dated June 1, 2000.
13
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21.1 Subsidiaries.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K. During the second quarter, we filed the following
reports on Form 8-K:
(i) On May 26, 2000, we filed a current report on Form 8-K to report the
change in control caused by the conversions of shares of our Series D
preferred stock into shares of our common stock by certain holders of
our Series D preferred stock. Following conversion, these shares of
our common stock represented approximately 51.2% of our
then-outstanding shares of common stock.
(ii) One June 19, 2000, we filed a current report on Form 8-K to report our
acquisition of Fone.com, Limited from DCI Telecommunications, Inc. and
the change in control caused by our issuance to DCI of 40,000,000
shares of our common stock, representing approximately 62.67% of our
then-outstanding shares of common stock.
(iii) One June 22, 2000, we filed a current report on Form 8-K to report
our change in accountants.
14
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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.
TANNER'S RESTAURANT GROUP, INC.
Date: August 28, 2000 By: /s/ Lawrence Shatsoff
-------------------------
Name: Lawrence Shatsoff
Title: President
15
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EXHIBIT INDEX
Exhibit No. Title
----------- -----
2.1 Stock Purchase Agreement by and between Tanner's Restaurant
Group, Inc. and DCI Telecommunications dated May 31, 2000.
(Filed as Exhibit 2.1 to our current report on Form 8-K
filed on June 19, 2000 and incorporated herein by
reference.)
4.1 Form of Debenture. (Filed as Exhibit 4.1 to our current
report on Form 8-K filed on June 19, 2000 and incorporated
herein by reference.)
4.2 Convertible Promissory Note, dated May 12, 2000, by and
between Bonham Drive LLC and Tanner's Restaurant Group, Inc.
10.1 Securities Purchase Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton Private
Equities Fund, L.P. dated June 7, 2000. (Filed as Exhibit
10.1 to our current report on Form 8-K filed on June 19,
2000 and incorporated herein by reference.)
10.2 Security Interest and Pledge Provisions between Tanner's
Restaurant Group, Inc. and Fone.com Limited. (Filed as
Exhibit 10.2 to our current report on Form 8-K filed on June
19, 2000 and incorporated herein by reference.)
10.3 Registration Rights Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton Private
Equities Fund, L.P. dated June 7, 2000. (Filed as Exhibit
10.3 to our current report on Form 8-K filed on June 19,
2000 and incorporated herein by reference.)
10.4 Lease Agreement, dated June 9, 2000, by and between John
Broadcannon, LLC, as landlord, and Corzon, Inc. (a/k/a
Tanner's Restaurant Group, Inc. ), as Tenant.
10.5 Master Service Agreement, dated February 22, 2000, by and
between Viatel UK, LTD. and Fone.com, Ltd.
10.6 International Message Telephone Service Agreement, dated
January 14, 2000, between Pacific Gateway Exchange (UK)
Limited and Fone.com, Ltd.
20.1 Notice of Action Taken by the Written Consent of the Holders
of a Majority of the Outstanding Shares of Common Stock,
dated June 1, 2000.
21.1 Subsidiaries.
27.1 Financial Data Schedule.
16
