UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 1996
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from ____________ to________
Commission file number: 0-11734
OMAP HOLDINGS INCORPORATED
(Name of Small Business Issuer in Its Charter)
Nevada 87-0548148
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
82-66 Austin Street, Kew Gardens, New York 11415
(Address of Principal Executive Offices) (Zip Code)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes __ No XX
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of August 21, 1996 was 23,875,351.
PART I
ITEM 1. FINANCIAL STATEMENTS
Unless otherwise indicated, the term "Company" refers to OMAP Holdings
Incorporated and its subsidiaries and predecessors. Consolidated, unaudited,
condensed interim financial statements including a balance sheet for the Company
as of the fiscal quarter ended March 31, 1996 and statements of operations,
statements of shareholders equity and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding fiscal year are attached hereto as Pages F-1 through F-7 and
incorporated herein by this reference.
TABLE OF CONTENTS
BALANCE SHEETS (ASSETS)......................................................F-1
BALANCE SHEETS (LIABILITIES).................................................F-2
STATEMENT OF OPERATIONS......................................................F-3
STATEMENT OF STOCKHOLDER'S EQUITY............................................F-4
STATEMENT OF CASH FLOWS......................................................F-5
NOTES...............................................................F-6
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31 December 31
1996 1995
------------ -----------
CURRENT LIABILITIES
Accounts payable ................................. $1,247,402 $1,441,494
Notes payable - related parties .................. 67,402 542,809
Accrued expenses ................................. 200,781 108,388
Payroll taxes payable ............................ 294,856 448,787
Short-term leases ................................ 82,615 --
---------- ----------
TOTAL CURRENT LIABILITIES ....... 1,893,056 2,541,478
---------- ----------
LONG-TERM LIABILITIES
Notes payable ...................................... 50,832 --
--------- ---------
TOTAL LONG-TERM LIABILITIES ....... 50,832 --
--------- ---------
TOTAL LIABILITIES ........... 1,943,888 2,541,478
--------- ---------
COMMITMENTS AND CONTINGENCIES ...................... -- --
--------- ---------
STOCKHOLDERS' EQUITY
Common stock-$.001 par value: 100,000,000 shares authorized;
20,161,274 shares issued and outstanding at 3/31/96;
17,981,933 shares issued and
outstanding at 12/31/95 ........................ 20,161 17,982
Additional paid-in capital ..................... 13,408,001 12,569,607
Currency translation adjustment ................ 22,111 17,108
Accumulated deficit ............................ (7,725,816) (7,299,625)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY ........... 5,724,457 5,305,072
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ... $ 7,668,345 $ 7,846,550
============ ============
See notes to consolidated unaudited condensed financial statements.
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended
---------------------------------
March 31 March 31
1996 1995
---------------- ---------------
Revenue ............................................................... $ 854,203 $ --
Cost of revenue ....................................................... 473,606 --
------------ ------------
GROSS PROFIT ................. 380,597 --
Operating expenses:
Selling, general and administrative ................................. 803,454 882
------------ ------------
OPERATING LOSS .................... (422,857) (882)
Other income (expense):
Interest income (expense) ........................................... (3,676) --
Loss on market decline in securities ................................ -- --
Other ............................................................... 342 --
------------ ------------
TOTAL OTHER INCOME (EXPENSE) ....................... (3,334) --
------------ ------------
NET LOSS BEFORE DISCONTINUED OPERATIONS ................... (426,191) (882)
------------ ------------
Discontinued operations:
Gain from discontinued operations ................................... -- 749
------------ ------------
TOTAL GAIN FROM DISCONTINUED OPERATIONS ....................... -- 749
NET LOSS $ (426,191) $ (133)
============ ============
Income (loss) per common share
Income (loss) before discontinued operations ........................ $ (0.02) $ --
Income (loss) from discontinued operations .......................... -- --
------------ ------------
Income (loss) per weighted average common share ....................... $ (0.02) $
============ ============
Weighted average number of common shares
used to compute net loss per common share ........................... 18,640,963 825,469
============ ============
See notes to consolidated unaudited condensed financial statements.
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Total
Additional Currency Stockholders'
Common Stock Paid-in Translation Accumulated Equity
-------------------
Shares Amount Capital Adjustment Deficit (Deficit)
---------- ---------- --------- ------------ ------------ ----------
Balance
January 31, 1996 ................. 17,981,933 $ 17,982 $12,569,607 $ 17,108 $ (7,299,625) $ 5,305,072
Common stock issued
for cash at $0.27/sh ............. 2,017,584 2,017 557,982 -- -- 559,999
Common stock issued
for services ..................... 161,757 162 280,412 -- -- 280,574
Currency translation ............. -- -- -- 5,003 -- 5,003
adjustment
Net loss for the period
ending March 31,1996 ............. -- -- -- -- (426,191) (426,191)
----------- ----------- ----------- ----------- ----------- -----------
Balance
March 31, 1996 ................... $ 20,161,274 $ 20,161 $13,408,001 $ 22,111 $ (7,725,816) $ 5,724,457
=========== =========== =========== == =========== =========== ===========
See notes to consolidated unaudited condensed financial statements.
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
For the three months ended
March 31
----------------------
1996 1995
------------ ----------
Net income (loss) .................................... $(426,191) $ (133)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization ................... 118,411 --
Common stock issued for services ................ 280,574 --
398,985 --
--------- ---------
(Increase) decrease in:
Accounts receivable - net ....................... 76,723 --
Accounts receivable - related ................... (9,843) --
Accounts receivable - other ..................... (90,716) --
Advances ........................................ (294,051) --
Inventories ..................................... (12,471) --
Prepaid expenses and refundable deposit ......... 10,055 --
Increase (decrease) in:
Accounts payable ................................ (194,092) 150
Notes payable - related party ................... (475,407) --
Accrued expenses ................................ 92,393 --
Payroll taxes payable ........................... (153,931) --
Short term leases ............................... 82,615 --
(968,725) 150
--------- ---------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES ......... (995,931) 17
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of other assets ........................ -- --
--------- ---------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES ...... -- --
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long term debt ...................... 50,832 --
Sale of common stock for cash ................... 559,999 --
--------- ---------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES ..... 610,831 --
NET INCREASE IN CASH ................................. (385,100) 17
CASH AT BEGINNING OF PERIOD .......................... 623,306 85
--------- ---------
CASH AT END OF PERIOD $ ...... 238,206 $ 102
========= =========
See notes to consolidated unaudited condensed financial statements.
Results of Operations
Gross revenues for the quarter ended March 31, 1996 were $854,203 compared
to zero for the same period in 1995. The increase is attributable to the
Company's December 1995 acquisition of Kohl, which is an operating entity.
During the first quarter of 1995, the Company had no operations and devoted all
its efforts to locating a suitable merger and/or acquisition partner and thus
generated no revenue.
Costs of revenues increased from zero during the first quarter of 1995 to
$473,606 for the quarter ended March 31, 1996. Kohl's operations accounted for
all costs of revenues for the first quarter of 1996.
Gross profit was $380,597 for the first three months of 1996 and the gross
profit as a percentage of revenues was 45%. Selling, general, and administrative
expenses were $882 for the first quarter of 1995 and $803,454 for the period
ending March 31, 1996, of which consulting and payroll expenses accounted for
$609,167.
Operating loss was $422,857 during the first quarter of 1996 compared to
$882 for the three months ending March 31, 1995. The substantial loss in the
first quarter of 1996 is primarily due to the high level of selling, general,
and administrative expenses.
Gain from discontinued operations was zero for the first quarter of 1996
compared to $749 for the first quarter of 1995 and net loss was $426,191 and
$133, respectively.
Capital Resources and Liquidity
During the first quarter of 1996, the Company continued to rely on the
consulting services provided by Canton Financial Services Corporation ("CFS"), a
Nevada corporation. The Company issued 49,757 restricted shares of its Common
Stock to settle December 1995 - February 1996 consulting fees owed to CFS
totaling $91,574.
On January 9, 1996, the Company entered into a one-year Offshore Consulting
and Securities Subscription Agreement with various foreign consultants (the
"Consulting Agreement"). Pursuant to the Consulting Agreement, the consultants
are to introduce the Company to foreign investors, who can provide the Company
with needed working capital. On March 12, 1996, pursuant to the Consulting
Agreement, the Company authorized the issuance of 112,000 restricted shares of
its Common Stock valued at $189,000 to the consultants for services rendered.
Between January and March 1996, the Company sold Common Stock to two
foreign investors. These investors collectively purchased 2,000,000 shares of
the Company's Common Stock pursuant to Regulation S of the Securities Act of
1933 for $500,000 in cash. In addition, the Company issued 17,584 restricted
shares of its Common Stock to BRIA Communications Corporation, an affiliate of
the Company, in exchange for $60,000 in cash.
The Company had a net working capital of $444,012 as of March 31, 1996
compared to a working capital deficiency of $52,545 at the end of March 1995.
The main reason behind this increase is Kohl's improved liquidity, which is
demonstrated by a net working capital of $712,490.
Net stockholders' deficit in the Company was $52,545 at the end of March
1995. On March 31, 1996, however, the Company enjoyed a net stockholders' equity
of $5,724,457. The main reasons behind the increase are the Company's 1995
acquisition of several patents through issuance of Common Stock and the purchase
of Kohl, which had a net stockholders' equity as of March 31, 1996.
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 this 9TH day of October 1996.
OMAP Holdings Incorporated
/s/ James Tilton
-------------------
James Tilton, President
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.
Signature Title Date
- --------- ----- ----
/s/ James Tilton Chief Executive Officer, President, October 9, 1996
- ----------------
James Tilton Treasurer and Director
/s/ Jane Zheng Chairman of the Board of Directors and October 9, 1996
- ---------------
Jane Zheng Director