FORM 10-QSB - Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended MAY 31, 1997 or [ ] Transition Report Pursuance to Section 13 or 15(d) of the Securities Exchange act of 1934. For the transition period from_______ to________ Commission File Number 0-24256 ENHANCED SERVICES COMPANY, INC. (Exact name of registrant as specified in its charter) COLORADO 84-1075908 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 16000 BARKERS POINT LANE, HOUSTON TX 77079 (Address of principal executive offices) (Zip Code) (713) 566-5051 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. [ X ] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicated by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: As of May 31, 1997, Registrant had 1,123,174 shares of common stock, $.001 Par Value, outstanding. INDEX PAGE NUMBER Part I. Financial Information Item I. Financial Statements Consolidated Balance Sheets as of May 31, 1997 (Unaudited) and November 30, 1996 2 Consolidated Statements of Operations Three Months Ended May 31, 1997 and May 31, 1996 (Unaudited) 3 Consolidated Statements of Operations, Six Months Ended May 31, 1997 and May 31, 1996 (Unaudited) 4 Consolidated Statement of Changes in Stock- holders' Equity from November 30, 1996 through May 31, 1997 (Unaudited) 5 Consolidated Statements of Cash Flows, Three Months Ended May 31, 1997 and May 31, 1996 (Unaudited) 6 Consolidated Statements of Cash Flows, Six Months Ended May 31, 1997 and May 31, 1996 (Unaudited) 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 9 Part II. Other Information 15 1 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS (Unaudited) May 31 November 30 1997 1996 ------------- ------------- Current Assets Cash in bank $ 307,858 $ 156,432 Inventory 774,921 551,603 Accounts receivable, net of allowance for doubtful accounts 765,458 992,379 Other current assets 71,788 105,180 ------------- ------------- Total Current Assets 1,920,025 1,805,594 Property and equipment, net of accumulated depreciation 1,262,878 1,241,273 Goodwill, net of accumulated amortization 789,227 868,152 Other assets 77,524 47,544 ------------- ------------- Total Assets $ 4,049,654 $ 3,962,563 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 798,514 $ 861,279 Notes payable, current portion 522,500 698,960 Mortgage payable, current portion 9,700 9,229 Other current liabilities 13,748 46,816 ------------- ------------- Total Current Liabilities 1,344,462 1,616,284 Notes payable, net of current portion 16,174 - Mortgage payable, net of current portion 598,114 602,878 Other liabilities 20,544 20,544 ------------- ------------- Total Liabilities 1,979,294 2,239,706 ------------- ------------- Stockholders' Equity: Preferred stock - $.001 par value 5,000,000 shares authorized 8,000 issued and outstanding, 8.6% cumulative preferred (liquidation preference of $800,000) 8 - Common stock - $.001 par value, 15,000,000 shares authorized; 1,123,174 shares issued and outstanding 1,123 1,103 Additional paid-in capital 3,224,581 2,397,063 Accumulated (deficit) (1,155,352) (675,309) ------------- ------------- Total Stockholders' Equity 2,070,360 1,722,857 ------------- ------------- Total Liabilities and Stockholders' Equity $ 4,049,654 $ 3,962,563 ============= ============= The accompanying notes are an integral part of the financial statements. 2 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Three Months Ended Ended May 31 May 31 1997 1996 ------------- -------------- Revenue: Sales $ 1,525,846 $ 1,278,246 Cost of sales (exclusive of depreciation and salaries shown separately below) 629,700 401,647 ------------- -------------- Gross Profit 896,146 876,599 ------------- -------------- Operating Expenses Salaries 545,936 441,696 Advertising and promotion 76,959 41,566 Contract services 64,019 46,542 Rent 87,218 79,978 Travel and entertainment 32,794 14,363 Depreciation 56,917 66,371 Other operating expenses 382,997 289,170 ------------- -------------- Total Operating Expenses 1,246,840 979,686 ------------- -------------- Net Operating (Loss) (350,694) (103,087) Interest expense (17,017) (2,228) Other income 29,713 7,932 ------------- -------------- Net (Loss) $ (337,998) $ (97,383) ============= ============== Provision for preferred dividends (17,200) - ------------- -------------- Net (Loss) to Common Shareholders $ (355,198) $ (97,383) =========== ============== Net (Loss) per Common Share $ (.32) $ .10 ============= ============== Weighted Average Shares Outstanding 1,123,174 1,013,883 ============= ============== 3 The accompanying notes are an integral part of the financial statements. ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Six Months Ended Ended May 31 May 31 1997 1996 ------------- -------------- Revenue: Sales $ 3,056,127 $ 2,550,741 Cost of sales (exclusive of depreciation and salaries shown separately below) 1,211,770 947,788 ------------- -------------- Gross Profit 1,844,357 1,602,953 ------------- -------------- Operating Expenses Salaries 1,080,210 975,511 Advertising and promotion 124,621 110,491 Contract services 78,468 88,069 Rent 167,987 160,314 Travel and entertainment 57,378 36,677 Depreciation 108,543 140,217 Other operating expenses 729,004 576,970 ------------- -------------- Total Operating Expenses 2,346,211 2,088,249 ------------- -------------- Net Operating (Loss) (501,854) (485,296) Interest expense (38,534) (6,083) Other income 89,011 48,530 ------------- -------------- Net (Loss) $ (451,377) $ (442,849) ============= ============== Provision for Preferred Dividends (28,666) - ----------- ------------ Net (Loss) to Common Shareholders $ (480,043) $ (442,849) =========== ============ Net Income (Loss) per Common Share $ (.43) $ .44 ============= ============== Weighted Average Shares Outstanding 1,123,174 1,013,980 ============= ============== 4 The accompanying notes are an integral part of the financial statements. ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY From November 30, 1996 through May 31, 1997 (Unaudited) PREFERRED STOCK COMMON STOCK ADDITIONAL -------------------- ----------------------- PAID-IN ACCUMULATED NO./SHARES AMOUNT NO./SHARES AMOUNT CAPITAL (DEFICIT) TOTAL --------- ------- ---------- --------- ----------- ---------- ---------- Balance at November 30, 1995...... - $ - 1,103,174 $ 1,103 $ 2,397,063 $ (675,309) $1,722,857 Common stock issued............... - - 20,000 20 59,980 - 60,000 Preferred stock issued, net of offering costs of $32,454....... 8,000 8 - - 767,538 - 767,546 Net (loss) for the six month period ended May 31, 1997....... - 8 - - - (480,043) (480,043) --------- ------- ---------- --------- ----------- ---------- ---------- Balance at May 31, 1997........... 8,000 $ 8 1,123,174 $ 1,123 $ 3,224,581 $(1,155,352) $2,070,360 ========= ======= ========== ========= =========== =========== ========== The accompanying notes are an integral part of the financial statements. 5 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Three Months Ended Ended May 31 May 31 1997 1996 ------------- -------------- Cash Flows from Operating Activities: Net (loss) $ (355,198) $ (97,413) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 96,378 105,834 Increase (decrease) in accounts payable and accrued expenses 44,594 (932) Decrease in accounts receivable (35,369) 18,554 (Increase) in inventory (74,375) (76,525) Decrease in income tax refund receivable - 128,200 Other, net (31,592) 38,032 ------------- -------------- Net Cash Provided by (Used in) Operating Activities (355,562) 115,750 ------------- -------------- Cash Flows from Investing Activities: (Purchases) of property and equipment (114,505) (12,260) ------------- -------------- Net Cash (Used in) Investing Activities (114,505) (12,260) ------------- -------------- Cash Flows from Financing Activities: (Repayment) from notes and mortgages payable (36,314) (28,549) Common stock issued - 1,213 ------------- -------------- Net Cash (Used in) Financing Activities (36,314) (27,336) ------------- -------------- Increase (decrease) in cash (506,381) 76,154 Cash, Beginning of Period 814,239 136,069 ------------- -------------- Cash, End of Period $ 307,858 $ 212,223 ============= ============== Interest Paid $ 17,017 $ 33,807 ============= ============== Income Taxes Paid $ - $ - ============= ============== The accompanying notes are an integral part of the financial statements. 6 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Six Months Ended Ended May 31 May 31 1997 1996 ------------- -------------- Cash Flows from Operating Activities: Net (loss) $ (480,043) $ (442,849) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 187,467 219,142 (Decrease) in accounts payable and accrued expenses (62,765) (219,222) (Increase) decrease in accounts receivable 226,921 (111,899) (Increase) decrease in inventory (223,318) 25,624 Decrease in income tax refund receivable - 128,200 Other, net (29,655) 65,397 ------------- -------------- Net Cash (Used in) Operating Activities (381,393) (335,607) ------------- -------------- Cash Flows from Investing Activities: Purchases of property and Equipment and other (130,148) - ------------- -------------- Net Cash (Used in) Investing Activities (130,148) (48,951) ------------- -------------- Cash Flows from Financing Activities: (Repayment of) notes payable (164,579) (9,570) Preferred stock issued 767,546 - Proceeds from notes and mortgage payables - 250,000 Common stock issued 60,000 1,213 ------------- -------------- Net Cash Provided by Financing Activities 662,967 241,643 ------------- -------------- Increase (decrease) in cash 151,426 (142,915) Cash, Beginning of Period 156,432 355,138 ------------- -------------- Cash, End of Period $ 307,858 $ 212,223 ============= ============== Interest Paid $ 38,534 $ 52,660 ============= ============== Income Taxes Paid $ - $ - ============= ============== The accompanying notes are an integral part of the financial statements. 7 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS May 31, 1997 and 1996 (1) ORGANIZATION Enhanced Services Company, Inc. (ESC) a Colorado corporation, was incorporated in 1987. Laptop Solutions, Inc. (LSI), a Texas corporation was incorporated in 1991. LSI is in the business of internal hard drive, processor and RAM upgrades for laptop and notebook computers and has selected November 30 as its fiscal year end. LSI is a wholly-owned subsidiary of ESC. Effective May 31, 1995, NB Engineering, Inc. (NBE), a wholly-owned subsidiary of ESC, incorporated in Delaware, acquired substantially all of the assets and assumed certain liabilities of NB Engineering, Inc. (NB) a privately held Maryland corporation. NBE provides applications development and digital video compression services and selling related video and networking products. The consolidated financial statements include the accounts of ESC and subsidiaries since acquisition or formation. All intercompany accounts and transactions have been eliminated. (2) UNAUDITED STATEMENTS The balance sheet as of May 31, 1997, the statements of income and the statements of cash flows for the three and six month periods ended May 31, 1997 and May 31, 1996 and the statement of changes in stockholders' equity for the six month period ended May 31, 1997 have been prepared by the Registrant without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 1997, and for all periods presented, have been made. (3) REVERSE STOCK SPLIT During May, 1996 the Company effected a one for five reverse stock split. All references to common stock in the financial statements have been retroactively adjusted. (4) STOCK ISSUE Effective December 31, 1996 the Company issued 8,000 preferred 8 ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS May 31, 1997 and 1996 (4) STOCK ISSUE, CONTINUED shares with gross proceeds to the Company of $800,000. The Company incurred offering costs of approximately $32,454 which were netted against the proceeds of the offering. The preferred stock has preference in liquidation to the extent of the $800,000 plus cumulative dividends of 8.6% per annum. Also effective December 31, 1996 the Company issued 20,000 shares of its common stock for $60,000 pursuant to the exercise of certain stock purchase rights. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS OVERVIEW Enhanced Services Company, Inc. (the "Company") provides (a) upgrade, repair, contract maintenance and asset management services, as well as peripheral, enhancement and accessory products developed by the Company, for portable computers, and (b) digital video multimedia presentation development and processing services for marketing, training, archival storage, video formatting and other applications. The Company's portable computer services and products are provided through its wholly-owned Laptop Solutions-Texas and - -California subsidiaries, and multimedia services are provided through the Company's wholly-owned NB Engineering subsidiary. The Company's second fiscal quarter ended May 31, 1997 and the comparable quarter of 1996 are referred to in the discussions below as 1997 and 1996, respectively. The Company's consolidated results of operations and position for and as of the end of its six months ended May 31, 1997 and 1996 are summarized and discussed below: Change 1997 1996 % ---- ----- Sales ........................... $ 3,056,127 $ 2,550,741 19.8% Cost of sales exclusive of depreciation and salaries) ............... 1,211,770 947,788 27.9% ----------- ----------- Gross Profit .................... 1,844,357 1,602,953 15.1% Operating & Other Expenses .............. 2,346,211 2,088,249 12.4% ----------- ----------- Net Operating Income ............ (501,854) (485,296) (3.4)% Interest Expense ................ (38,534) (6,083) 533.5% Other Income .................... 89,011 48,530 83.4% ----------- ----------- Net Income (Loss) before income taxes ......... $ (451,377) $ (442,849) (1.9)% Provision for preferred dividends (28,666) -- -- ----------- ----------- Net (Loss) to Common Shareholders $ (480,043) $ (442,849) (8.4)% =========== =========== 10 a. OPERATIONS OF LAPTOP SOLUTIONS-TEXAS Laptop Solutions-Texas' results of operations for three months ended May 31, 1997 and 1996 are summarized and discussed below: Change 1997 1996 % ---- ----- Sales ....................... $ 845,959 $864,053 (2.1)% Cost of sales exclusive of depreciation and salaries) ........... 399,373 324,929 22.9% --------- -------- Gross Profit ................ 446,586 539,124 (17.2)% Operating & Other Expenses .......... 623,753 462,370 34.9% --------- -------- Net Operating Income ........ (177,167) 76,754 (252.7)% Other Income ................ 26,509 19,009 39.5% --------- -------- Net Income (Loss) before income taxes ..... $(150,658) $ 95,763 257.3% ========= ======== SALES: Revenue from upgrade and enhancement sales increased $40,764 from $368,587 in 1996 to $409,351 in 1997, a increase of 11.1%, while the per unit revenue continues to decline as a result of competitive pressure. Revenue from Compatibility Plus(TM) sales, the removable hard disk pak that began shipping in the fourth quarter of 1996, amounted to $36,521 in 1997. Revenues from non-warranty repair and contract maintenance services decreased from $323,359 in 1996 to $246,545 in 1997, a decrease of $76,814 or 23.8%, while revenues from warranty repair increased $15,330 from $115,852 in 1996 to $131,182 in 1997, an increase of 13%, continuing the trend from non-warranty to warranty repair. Management believes the increase is a result of certain manufacturers extending the warranty period to three years from one year. Revenues from asset management services decreased $11,500 to $23,000 in 1997 from $34,500 in 1996, a decrease of 33%. The decrease was primarily the result of the sale by a major laptop manufacture of its laptop division for which the service was provided. COST OF SALES: Cost of sales of upgrade and enhancements services, as a percent of sales, increased 19.9% in 1997 to $191,288, an increase of $73,395 or 62.2% from $117,893 in 1996. Cost of sales of Compatibility Plus(TM) amounted to $23,078 in 1997. Cost of sales of repair services increased $10,075 in 1997 to $148,867 from $138,792, an increase of 7.3% as a result of increased parts costs for certain newer units than in 1996. All other direct cost of sales, primarily freight expense, decreased $6,944 to $35,939 in 1997 from $42,883 in 1996, a decrease of 16.1%, as a result of a new freight contract OPERATING AND OTHER EXPENSES: Salaries and related payroll cost in 1997 amounted to $363,921 as compared to $259,590 in 1996, an increase of 40.2%. Personnel and related cost increases were primarily due to increased sales and administrative personnel. Credit card discounts increased $8,667 in 1997 to $12,763 from $4,096 in 1996 as more customers paid by credit card. Other taxes, including property tax and State of Texas franchise tax increased $16,735 in 1997 to $18,490 from $1,755 in 1996, as a result of valuation increases by the local taxing authority. Advertising costs 11 increased $28,294 from $32,899 in 1996 to $61,193 in 1997, an increase of 86%, due to the introduction of new products and services to the marketplace. Computer expense increased $5,274 in 1997 to $11,947 from $6,673 in 1996, an increase of 79% as a result of increasing the computer network capacity and capabilities. Overhead allocation to Laptop Solutions-Texas from the Company decreased from $10,627 in 1996 to $6,481 in 1997, a decrease of $4,146 or 64%. The decrease was primarily in professional fees to the Company. Laptop Solutions-Texas was charged a market rate for its office and warehouse space by the Company of $25,998 for 1997 and 1996, and such amounts are included in Operating and Other Expenses. Other operating expenses, included travel, telephone, and other general and administrative expenses remained essentially the same for the comparative period. b. OPERATIONS OF LAPTOP SOLUTIONS-CALIFORNIA Laptop Solutions-California's results of operations for three months ended May 31, 1997 and 1996 are summarized and discussed below. Change 1997 1996 (%) ---- ----- ----- Sales .................... $ 290,303 $ 39,811 629.2% Cost of sales (exclusive of depreciation and salaries) ............ 171,639 23,313 636.3% --------- -------- Gross Profit ............. 118,664 16,498 619.3% Operating & Other Expenses ......... 190,120 96,231 97.6% --------- -------- Net Operating Net Income . (71,456) (79,733) (10.4)% Other Income ............. 8,200 0 --------- -------- Net Income (Loss) Before Taxes ........... $ (63,256) $(79,733) (20.7)% ========= ======== The Company in 1996 formed the Solutions Engineering Division, and its management, technical and administrative personnel are included in Laptop Solutions-California's operating expenses. SALES: Repair and enhancement sales increased 209% in 1997 to $120,098 from $38,838 in 1996. The increase primarily related to custom enhancement products. During the second quarter of 1997, the Company initiated production and sales of its anti-glare/anti-reflective film application to the screen of laptops and notebooks resulting in revenue of $165,715. This resulted in a total increase in sales of 629% from the previous year. COST OF SALES: Cost of sales increased $161,414 in 1997, primarily due to the cost of goods for the anti-glare/anti-reflective film and enhancement products. OPERATING AND OTHER EXPENSES: Salaries, Contract Services and related personnel expenses increased $49,827 in 1997 to $117,462 from $67,635 in 1996, an increase of 73.7%. The increase was primarily related to increased production and supervisory personnel. Rental expense increased 12 $16,232 in 1997 to $22,678 from $6,446 in 1996 as a result of a larger facility to accommodate addition production capability. Expenses relating to the move to the larger facility amounted to $7,565. All other operating expenses increased $8,340 to $30,754 in 1997 from $22,414 in 1966, primarily as a result of increased facilities, equipment depreciation, phone and computer expenses to support the increased level of sales and production requirements. c. OPERATIONS OF NB ENGINEERING, INC. NB Engineering's results of operations for three months ended May 31, 1997 and 1996 are summarized and discussed below. Change 1997 1996 (%) ---- ---- --- Sales .................... $ 389,585 $ 373,203 4.4% Cost of sales (exclusive of depreciation and salaries) ............ 58,686 50,814 15.5% --------- --------- Gross Profit ............. 330,896 322,389 2.6% Operating & Other Expenses ......... 449,987 424,680 6.0% --------- --------- Net Operating Income ..... (119,091) (102,291) (16.4)% Other Income ............. 2,213 3,629 (38.5)% --------- --------- Net Income Before income taxes ........... $(116,878) $ (98,662) (18.5)% ========= ========= SALES: Engineering and Compression sales in 1997 increased $36,560 in 1997 to $359,166 from $322,606 1996, an increase of 11.3%. Hardware integration sales declined $39,236 to $9,369 in 1997 as a result of phasing out of the business. During the second Quarter of 1997, NB received its first purchase commitment for DVD authoring resulting in revenue of $20,000. The purchase commitment extends through the fourth quarter of 1997. COST OF SALES: Cost of sales in 1997 decreased 25% from $50,814 in 1996 to $40,782 in 1997 as a result of the continued phasing out of its hardware integration sales. OPERATING AND OTHER EXPENSES: Operating and other expenses of $457,090 in 1997 increased 14% from $393,797 in 1996. This increase is primarily due to additional marketing related expenses. 13 d. ENHANCED SERVICES COMPANY, INC., ACQUISITION OF OFFICE BUILDING IN HOUSTON, TEXAS The Company, on May 31, 1995, acquired an office building in Houston, Texas. Results of operations related to the office building for three months ended May 31, 1997and 1996 are summarized and discussed below. Change 1997 1996 (%) ---- ---- --- Rental Income ....... $ 68,141 $ 49,661 37.2% Cost of Building Operations ........ 75,353 60,913 24% -------- -------- Net Income, before income taxes $ (7,212) $(11,252) 36% ======== ======== Laptop Solutions-Texas uses a portion of the building for its offices and warehouse facilities. Certain additional office space is leased to other tenants. Rental income increased $18,480 to $68,141 as a result of increased occupancy in 1997. The increase in cost of operating the building of 24% was the result of increased occupancy and the related expenses of maintenance and janitorial expense. Laptop Solutions-Texas was charged a market rate for its office and warehouse space by the Company in the amounts of $26,000 for the year 1996 and 1997 and are included in Rental Income. The remaining space in the building has been leased with the tenant occupancy beginning in mid July, 1997. LIQUIDITY AND CAPITAL RESOURCES At May 31, 1997, the Company had stockholders' equity totaling $2,070,361 as compared to $1,722,857 at November 30, 1996, an increase of $347,504. The increase resulted from the closing a private placement of its cumulative preferred stock with net proceeds of $767,546 on December 31, 1996, the interest on the cumulative preferred stock of $28,666, the exercise of 20,000(post-split) warrants for a cash consideration of $60,000 and the net loss for the six month period of $451,380. The Company's working capital was $585,263 at May 31, 1997 as compared to $189,310 at November 30, 1996, a increase of $818,446. The increase was primarily the result of a private placement of its cumulative preferred stock with net proceeds of $767,546, the payment of dividends on the cumulative preferred stock of $28,666, the exercise of 20,000 (post-split) warrants for a cash consideration of $60,000 and the net loss for the period of $451,380. Management plans that income generated from operations, along with working capital, will contribute to the financing of the Company's operations. NB Engineering, Laptop Solutions-Texas and -California plan to obtain purchase commitments that will provide funds to finance their operations and repayment of the working capital loan. However, should the purchase commitments or new business not materialize, which can not be assured, additional funds will be required for operations and repayment of the working capital loan. Such funds will need to be provided through additional debt financing and/or equity capital, and there can be no assurance that such funds will be available, or, if available, on favorable terms. 14 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 2. CHANGES IN SECURITIES None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K None. 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENHANCED SERVICES COMPANY, INC. By Date 16